HARBOR GATEWAY BUSINESS CENTER
                        HI-TECH/RESEARCH AND DEVELOPMENT
                              MASTER BUILDING LEASE


     Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord the
following described premises (the "Premises") located in the following described
building  (the  "Building"),  upon the  following  terms  and  conditions.   The
following  Basic Lease  Provisions  are an integral  part of this Lease and each
reference  in this Lease to any Basic Lease  Provision  incorporates  all of the
terms provided  under such Basic Lease  Provision.  In the event of any conflict
between any Basic  Lease  Provision  and the  balance of this Lease,  the latter
shall control.   References to specific  Articles are for  convenience  only and
designate  some of the Articles where  references to the particular  Basic Lease
Provisions appear. (See Addendum Section 48.1)

                             BASIC LEASE PROVISIONS
<TABLE>
<CAPTION>

Date of Lease:  September 1, 1999
<S>  <C>                                                                            <C>
1.   Landlord: C.J. SEGERSTROM & SONS, a California general partnership

2.   Tenant:  FILENET CORPORATION, a California corporation

3.   Tenant's Trade Name:  FileNET

4.   Building Addresses:  (See Addendum Section 48.1)

5.   Commencement Date: (See Addendum Sections 48.1 and 48.3)                           (2.1)

     Expiration Date:  (See Addendum Sections 48.1 and 48.3)

6.   Basic Annual Rent (triple net):  (See Addendum Section 48.5)

7.   Operating Expenses:                                                                  (4)

     (a)  Tenant's  Proportionate  Share  of  Total  Operating  Expenses:   (See
          Addendum Section 48.1)

     (b)  Initial  estimated Total  Operating  Expenses = $0.265 per square foot
          per  month  for the full  lease  year  1999.  Actual  Total  Operating
          Expenses for 1999 and  subsequent  lease years shall be determined and
          used as the basis for  adjustments  for future  years as  described in
          Section 4 of Exhibit "B."

8.   Rentable Area of Premises:  Approximately 256,698 square feet:                    (47.5)
     (See Addendum  Sections 48.1 and 48.3)

9.   Tenant's   Allocated   Parking  Spaces:   993  spaces:                              (44)
     (See  Addendum Section 48.15)

                                      iii
<PAGE>

10.  Deposits:  Security  Deposit:  1  month's  rent in the form of a letter  of    (3.1 & 5)
     credit: (See Addendum Section 48.7); First Month's Rent: HT-B Premises

11.  Use of Premises:  Corporate  headquarters and marketing and  administrative         (10)
     offices (including engineering offices),  distribution and light industrial
     uses (including laboratory,  warehousing,  manufacturing and assembly uses)
     and such other uses as are  consistent  with  Tenant's  current  use of the
     Premises pursuant to the Old Leases (as defined in Addendum Section 48.1).

12.  Alterations:  Except as otherwise  expressly provided in this Lease, Tenant          (9)
     shall not make any alterations of or to the Premises without the prior
     written consent of Landlord.

13.  Brokers:  CB/Richard Ellis                                                          (38)

14.  Addresses for payments and notices:                                                 (35)

           To Landlord:                            To Tenant:

           C.J. Segerstrom & Sons                  FileNET Corporation
           3315 Fairview Road                      3565 Harbor Boulevard
           Costa Mesa, California 92626            Costa Mesa, CA 92626
           Attn:  Controller                       Attn:  Senior Vice President of Operations
</TABLE>

     IN  WITNESS  WHEREOF,   Landlord  and  Tenant  have  executed  this  Lease,
consisting of the foregoing  provisions  and Articles 1 through 48 which follow,
together with Exhibits "A" through "F" incorporated herein by this reference, as
of the date first above written.

      "Landlord"                                         "Tenant"

C.J. SEGERSTROM & SONS,                            FILENET CORPORATION,
a California general partnership                   a California corporation

By                                                 By
                        Manager
                                                   Title:
By
                        Manager
                                                   By

                                                   Title:


                                       iv
<PAGE>


                         HARBOR GATEWAY BUSINESS CENTER

             HI-TECH/RESEARCH AND DEVELOPMENT MASTER BUILDING LEASE








               Tenant:      FILENET CORPORATION

               Premises:    3545 Harbor Boulevard (HTB)
                            3565 Harbor Boulevard (HT-1)
                            1540 Scenic Avenue (HT-2)
                            1550 Scenic Avenue (HT-3)
                            1535 Scenic Avenue (HT-14)
                            1590 Scenic Avenue (R&D 10)
                            1580 Corporate Drive, Suite 123 (R&D 8)
                            Costa Mesa, California 92626

<PAGE>
                         HARBOR GATEWAY BUSINESS CENTER
                             HI-TECH BUILDING LEASE


Article 1.     PREMISES                              (See Addendum Section 48.1)

1.1. Landlord  hereby  leases to Tenant and Tenant  hereby  leases from Landlord
     that certain building (the "Building") or the portion thereof identified in
     the applicable  Basic Lease Provision and depicted on the plan(s)  attached
     hereto as Exhibit "A." - The  Building,  or the portion  thereof  leased to
     Tenant,  shall  sometimes  be referred to herein as the  "Premises".    The
     Premises  are located in the Harbor  Gateway  Business  Center  depicted on
     Exhibit "A" attached hereto (the "Center").

1.2. Tenant  is  obtaining  a right  of  exclusive  use  only  of the  Premises.
     Landlord reserves to itself, its successors and assigns,  together with the
     right to grant and transfer all or a portion of the same, the non-exclusive
     right of use of all portions of the Center other than that  occupied by the
     Premises  for  all  purposes  not  inconsistent  with  Tenant's  use of the
     Premises.

Article 2.     TERM                  (See Addendum Sections 48.1, 48.3 and 48.4)

2.1. The applicable term shall commence on the applicable  Commencement Date (as
     defined  in  Addendum  Section  48.1),  and  shall  end on  the  applicable
     Expiration  Date (as defined in Addendum  Section  48.1).  If Tenant  shall
     occupy the Premises prior to the Commencement Date, such occupancy shall be
     subject to all of the  provisions of this Lease,  including all  provisions
     relating to rent and other sums payable  hereunder.   Such early possession
     shall not, however, affect the applicable Expiration Date.

2.2. [Intentionally Deleted]

2.3. [Intentionally Deleted]

Article 3.     RENT                                  (See Addendum Section 48.5)

3.1. Tenant  shall pay,  for each lease year,  a Basic Annual Rent in the amount
     shown  in  the  applicable   Basic  Lease   Provision,   in  equal  monthly
     installments  payable,  without prior notice or demand, on the first day of
     each month in advance.  If the  Commencement  Date occurs on other than the
     first day of a month, the basic rent for the fraction of the month starting
     with the Commencement  Date shall be prorated and paid on said Commencement
     Date.  If the term hereof ends on a day other than the last day of a month,
     the basic rent for the month during which said  expiration  occurs shall be
     prorated on the basis of the actual  number of days in said month.  Tenant
     has deposited with Landlord the sum set forth in the applicable Basic Lease
     Provision as the first  month's  Monthly  Basic Rent due  hereunder for the
     applicable  Premises,  which  sum shall be  applied  by  Landlord,  without
     interest,  to the first  installment(s) of Monthly Basic Rent due hereunder
     with respect to such Premises until applied in full.

3.2. As used herein,  a "lease year" is a period of twelve (12) consecutive full
     calendar  months  commencing on January 1 and ending on December 31, except
     that if the  Commencement  Date occurs on a date other than January 1 there
     shall be a partial lease year for the period from the Commencement  Date to
     the next following  December 31, both dates  inclusive,  and the last lease
     year,  if this Lease expires or is terminated on a date other than December

                                       1
<PAGE>

     31,  shall be a partial  lease year for the period  beginning  on January 1
     following  the last  preceding  lease year and ending on the  expiration or
     termination date.

3.3. In addition to the basic rent, Tenant agrees to pay Tenant's  Proportionate
     Share of Total Operating Expenses as and when provided in Article 4 and all
     taxes as and when  provided in Article 7. Basic rent and such  expenses are
     hereinafter sometimes referred to collectively as the "rent".

Article 4.     COMMON FACILITIES EXPENSES            (See Addendum Section 48.6)

With respect to each full or partial lease year,  commencing with the lease year
in which the  Commencement  Date  occurs,  Tenant  shall pay an amount  equal to
Tenant's  Proportionate Share of Landlord's estimate of Total Operating Expenses
for such lease year. At the end of each lease year, an adjustment  shall be made
by Landlord, and Tenant shall pay such amount or receive a credit of such amount
as is necessary to adjust Tenant's payments to the actual Proportionate Share of
Total Operating Expenses for such lease year. Such payments and adjustments will
be made as provided in Exhibit "B." "Total  Operating  Expenses"  and  "Tenant's
Proportionate Share" are each defined in Exhibit "B."

Article 5.     SECURITY DEPOSIT                      (See Addendum Section 48.7)

Tenant shall  deposit with  Landlord the sum set forth in the  applicable  Basic
Lease Provision in the form of an unconditional, irrevocable letter of credit as
security for the faithful  performance  of this Lease by Tenant.  Such letter of
credit shall be  effective  for a period of one (1) year and shall be renewed at
the end of each one (1) year period during the term of this Lease for additional
periods of one (1) year until the last  Expiration Date so as to keep the letter
of credit in effect  during the entire  term of this Lease.  If Tenant  defaults
with respect to any  provision  of this Lease,  or if Tenant fails to renew such
letter of credit not less than  thirty  (30) days prior to the  expiration  date
thereof,  Landlord may draw, in whole or in part,  on the letter of credit,  and
use,  apply,  or retain  all or any part of the  amount  drawn  thereon  for the
payment of any sum in default,  the payment of any other amount  which  Landlord
may spend or become  obligated  to spend by reason  of  Tenant's  default  or to
compensate  Landlord for any other loss or damage  which  Landlord may suffer by
reason of  Tenant's  default.  If any portion of such amount so drawn is used or
applied,  Tenant  shall  within ten (10) days  after  written  demand  therefor,
deposit a new letter of credit with Landlord in an amount  sufficient to restore
the letter of credit required  hereunder to its original amount. If Tenant shall
faithfully  perform every  provision of this Lease,  the letter of credit or any
unused  portion  thereof shall be returned to Tenant within the time provided in
Civil Code section 1950.7 and after Tenant has  surrendered  all of the Premises
to Landlord.

Article 6.     UTILITIES

6.1. Tenant shall pay all charges for utility services furnished to the Premises
     during  the  term,  together  with all  taxes  thereon  as set forth on the
     purveyors'  bills and shall  indemnify  Landlord  and the  Center  from and
     against any such charges or liens arising therefrom.  Landlord contemplates
     that all such  services  shall be separately  metered to Tenant;  provided,

                                       2
<PAGE>

     however, that if any such services are not separately metered, Tenant shall
     pay a reasonable  proportion  to be  determined  by Landlord of all charges
     jointly metered with other Premises.

6.2. Tenant  shall  comply with all rules and  regulations  which  Landlord  may
     reasonably  establish for the proper  functioning and protection of the air
     conditioning,  electrical,  heating and plumbing systems.  Tenant shall not
     overload  any of the  mechanical,  electrical,  plumbing,  sewer  or  other
     utility  equipment.   Landlord  shall not be liable in damages or otherwise
     for any failure or  interruption  of any utility service being furnished to
     the Premises and no such failure or  interruption  shall entitle  Tenant to
     terminate  this  Lease  or to an  abatement  of  any  rent  due  hereunder;
     provided,  however,  that  in  the  event  that  any  utility  fails  or is
     interrupted  solely  due to the  fault of  Landlord,  and such  failure  or
     interruption  materially and adversely effects Tenant's business,  and such
     failure or  interruption  continues  for a period of more than two (2) full
     business days, rent hereunder shall abate beginning on the third (3rd) full
     business day of such failure or interruption  shall continue until the last
     business day of such failure or interruption before the utility involved is
     restored or until Landlord  otherwise begins to provide full power by means
     of some emergency power generation method; provided, further, however, that
     in the event that any such failure or  interruption  is not remedied within
     one hundred twenty (120) days,  with respect to any Premises,  Tenant shall
     have the right to terminate this Lease as to such  Premises.  The foregoing
     shall be Tenant's  sole remedy for any such  failure and  interruption.  In
     addition,  nothing  contained in the foregoing  shall be deemed to limit or
     prohibit Landlord from receiving proceeds under any rental  interruption or
     business interruption policy maintained by Landlord pursuant to this Lease.

Article 7.     PAYMENT OF TAXES

7.1. Tenant  shall pay, not later than ten (10) days prior to  delinquency,  all
     real property taxes levied or assessed by any taxing or assessing authority
     upon,  against or with respect to the  Premises.   The term "real  property
     taxes" shall include (i) all taxes,  assessments and  governmental  charges
     and  surcharges  (including,  without  limitation,  assessments  for public
     improvements or benefits  whether or not commenced or completed  during the
     term of this Lease, or for water,  sewer, or storm drains, and other rents,
     rates,  charges,  excises,  levies,  license fees,  service fees, use fees,
     permit fees and other  authorization  fees) and all other  charges (in each
     case,  whether general or special,  ordinary or extraordinary,  foreseen or
     unforeseen)  of every  kind and  character  (including  all  penalties  and
     interest  thereon),  levied upon or with respect to the Premises,  (ii) any
     tax or excise on or  measured  by rents,  and (iii) any other tax,  however
     described,  levied  against  Landlord  or  Tenant  on  account  of the rent
     reserved  hereunder  or on the business of renting the  Premises.   Without
     limiting the generality of the foregoing, real property taxes shall include
     any  assessment  by any  governmental  authority  pursuant to any  enabling
     statute (such as, for example an "SB 55  Assessment")  or payment to retire
     bonds or other indebtedness  created by a special assessment  district,  an
     improvement district or other governmental authority (such as, for example,
     1911 Act and 1915 Act Bonds).  Notwithstanding  anything to the contrary in
     the foregoing,  "real property taxes" shall not include franchise,  estate,
     inheritance,  succession,  capital levy, net income or excise profits taxes
     imposed upon Landlord,  except that if real property taxes are withdrawn in
     whole or in part and any substitute  tax is made  therefor,  such tax shall
     for the purpose of this Lease be considered a real property tax, regardless
     of how denominated or the source from which  collected.  Tenant shall,  not
     later  than the  delinquency  date for any real  property  tax,  furnish to
     Landlord a copy of the  receipted  tax bill or other  documentary  proof of
     said payment.   Tenant appoints  Landlord as its  attorney-in-fact  for the

                                       3
<PAGE>

     purpose of  performing,  at Tenant's sole cost, all acts necessary to cause
     the  Premises  to be  separately  assessed,  and  Tenant  agrees  to pay to
     Landlord,  within  ten (10)  days  after  the date of  billing,  all  costs
     reasonably incurred by Landlord in performing such acts.

7.2. Tenant shall be responsible  for and shall pay not later than ten (10) days
     prior to delinquency all municipal, county and state taxes, levies and fees
     of every kind and nature,  including but not limited to, general or special
     assessments,  assessed  during the term of this Lease against any leasehold
     interest, leasehold improvement and all furniture,  fixtures, equipment and
     other personal  property of any kind placed,  installed or located  within,
     upon or about the Premises.   Tenant shall cause all taxes imposed upon any
     personal  property  situated  in the  Premises  to be  levied  or  assessed
     separately  from the Premises and not as a lien  thereon.   Upon request of
     Landlord,  Tenant shall,  not later than the delinquency  date for any such
     tax, furnish to Landlord documentary proof of payment of said tax.

7.3. If at any time  during  the term any of the  above-described  taxes are not
     levied and assessed separately to Tenant,  Tenant shall pay to Landlord (a)
     that portion of such taxes  assessed  against the land  underlying  the tax
     parcel which the gross area of the land  underlying  the Premises  bears to
     the gross  area of the  entire tax  parcel;  plus (b) that  portion of such
     taxes  assessed  against the  improvements  included  within the tax parcel
     which the  valuation  assigned by the taxing  authorities  to the  Premises
     bears to the valuation so assigned to all improvements included within such
     tax parcel; plus (c) with respect to the other types of taxes, a reasonable
     proportion thereof as determined by Landlord.  If separate valuations as to
     the Premises,  the improvements  thereto and Tenant's  personal property in
     the Premises are not reasonably available to Landlord,  then the reasonable
     determination  by  Landlord  in  good  faith,  from  the  best  information
     reasonably  available to it, of the portion of such taxes assessed  against
     the Premises,  the improvements  thereto and Tenant's  personal property in
     the  Premises  shall be  conclusive.   If the  Premises,  the  improvements
     thereto and Tenant's  personal  property in the Premises are not separately
     assessed  and taxed,  then such taxes shall be paid to Landlord  within ten
     (10) days after Tenant's receipt of Landlord's invoice therefor.

7.4. Provided that the Premises are separately  assessed and taxed,  Tenant may,
     at  Tenant's  sole risk and cost,  contest  the amount  and/or  validity of
     applicable taxes by appropriate legal proceedings;  provided, however, that
     said right  shall be  availed  of only upon  condition  that  Tenant  shall
     indemnify and hold Landlord and the Center harmless from all losses,  costs
     and  expenses,   including  but  not  limited  to,  Landlord's   reasonable
     attorneys'  fees and court  costs,  which in any manner  arise from or with
     respect to such contest and upon further  condition  that Tenant shall take
     all actions required to prevent the loss or forfeiture of the Center or any
     part thereof.  The foregoing shall not, however, relieve, modify, or extend
     Tenant's  covenant  to pay any such  taxes  at the  time and in the  manner
     provided in this  Article  unless such  proceedings  operate to prevent the
     sale of the Center or any part  thereof or the placing of any lien  thereon
     to  satisfy   such  taxes  prior  to  the  final   determination   of  such
     proceedings.   Upon termination of such proceedings,  Tenant shall promptly
     pay all taxes then  payable and the interest  and  penalties in  connection
     therewith, and the charges accruing in such proceedings.

7.5. All taxes for the first and last lease year of this Lease shall be prorated
     between  Landlord  and  Tenant  on the  basis  of the  fiscal  year  of the
     appropriate  governmental  authority.   Taxes  which are levied on a fiscal
     year basis  shall be deemed to apply  one-twelfth  (1/12) to each  calendar
     month in such fiscal year.

                                       4
<PAGE>

Article 8.     MAINTENANCE AND REPAIR                (See Addendum Section 48.8)

8.1. Except as  provided  in Sections  8.2 and 8.3,  Articles  15, 17 and 18 and
     Addendum  Section  48.12,  Tenant at its expense  shall keep in good order,
     condition,  and repair  (including  replacement of parts and equipment,  if
     necessary) the Premises and every part thereof and all equipment (including
     all heating,  ventilating and air  conditioning  equipment unless the first
     paragraph of Section 8.3 applies)  trade  fixtures,  furnishings  and other
     personal  property  in the  Premises  or serving  the  Premises,  and shall
     furnish and repair all  expendables  (soap,  towels,  etc.).   Tenant shall
     promptly  at  Tenant's  cost make all repairs  necessary  to  maintain  the
     Premises in good condition.  Tenant shall provide whatever treatment may be
     necessary,  as often as may be  required,  to keep  the  Premises  neat and
     attractive.

     On the last day of the term hereof,  or on any sooner  termination  of this
     Lease,  Tenant shall,  subject to the provisions of Articles 15, 17 and 18,
     surrender  the Premises to Landlord in good  condition,  ordinary  wear and
     tear excepted (subject,  however, to Tenant's  obligations  pursuant to the
     foregoing provisions of this Section 8.1).

8.2. Landlord  shall repair and maintain the exterior  walls of the Building and
     the roof and  foundations  of the Building in good  condition  and  repair.
     Landlord shall not be liable for failure to make any repairs or maintenance
     unless such failure persists for an unreasonable  time after written notice
     of the need therefor is given to Landlord by Tenant.  Except as provided in
     Articles  15,  17 and 18,  there  shall  be no  abatement  of  rent  and no
     liability  of  Landlord  by reason of any  injury to or  interference  with
     Tenant's business arising from the making of any repairs,  alterations,  or
     improvements  in or  to  any  portion  of  the  Premises,  or in or to  the
     fixtures,  appurtenances  and equipment therein or to the Common Facilities
     or the  improvements  thereon.   Should  any  controversy  relating  to any
     alleged failure by Landlord to repair and maintain portions of the Premises
     as described  above arise  between  Landlord and Tenant,  such  controversy
     shall be  settled by  arbitration  in  accordance  with the  provisions  of
     Addendum Section-48.21. Landlord's costs incurred in repair and maintenance
     of the  Building  and the  equipment  described  in this  Section  shall be
     included  in Total  Operating  Costs as defined in Exhibit  "B."  Except as
     provided in this Section and Articles 15, 17 and 18,  Landlord shall not be
     obligated  to repair or  maintain  the  Premises or to bear any part of the
     expense of the Premises.

     Except as provided in Addendum  Section 48.8,  Tenant  expressly waives and
     releases its right to make repairs at  Landlord's  expense  under  Sections
     1932(1) and 1942 of the California  Civil Code or any other statute or rule
     of law now or hereafter in effect.

8.3. Landlord may elect,  by written notice to Tenant,  to maintain,  repair and
     replace the heating,  ventilating and air conditioning system in or serving
     the Premises.   Tenant shall  reimburse  Landlord for  Landlord's  costs so
     incurred,  together with an amount equal to ten percent (10%) of such costs
     to  cover   Landlord's   administrative   and  overhead   expenses.    Such
     reimbursement may be, at Landlord's  election,  retrospective or in advance
     based upon  Landlord's  estimate of the costs to be incurred  and may be in
     periodic installments not more frequent than monthly. If Landlord elects to
     collect such  reimbursement  in advance based upon an estimate of costs, at
     the end of each lease year Landlord shall adjust as necessary the estimated
     amounts  paid by Tenant to actual  costs  with a billing  to Tenant for any
     additional  amount due or a credit to Tenant  against the next  amounts due
     equal to any  amount  paid by  Tenant  in  excess  of the  actual  costs of

                                       5
<PAGE>

     Landlord  hereunder,  and Landlord shall provide Tenant  verified  invoices
     evidencing  the actual  cost of such  maintenance  within  thirty (30) days
     following the end of each lease year for which Landlord  receives a written
     request  for the same from  Tenant  within the last sixty (60) days of such
     lease year.  Landlord may cause the  maintenance  services  hereunder to be
     performed  by a service  which  maintains  the system in the  Premises  and
     systems  located  in other  tenant  premises  in the  Center.   Unless  the
     provider of such services  allocates its charges  among  individual  tenant
     premises,  Tenant's obligation hereunder shall be to reimburse Landlord for
     a portion of the total cost charged as determined by Landlord.  The amounts
     to be  reimbursed  by Tenant  pursuant to this Section  shall be additional
     rent. Landlord may at any time on at least thirty (30) days' written notice
     to Tenant elect to cease  providing  maintenance of the system.  After such
     notice,  Tenant shall  maintain,  repair and replace the system at Tenant's
     cost.  Tenant shall contract with a licensed air conditioning firm approved
     in advance by Landlord to perform inspections, and any maintenance,  repair
     and  replacement  recommended  as the  result  of  such  inspections,  on a
     periodic   basis  not  less   frequently   than  as   recommended   by  the
     manufacturers'  maintenance  and repair  manuals.   If Tenant shall fail to
     perform its obligations  under this paragraph,  Landlord may, upon five (5)
     days'  written  notice to Tenant,  perform such  inspections,  maintenance,
     repair and  replacement  work and the cost thereof,  together with interest
     thereon  from date of payment by Landlord to date of repayment by Tenant at
     the rate  determined  pursuant  to Article  34,  shall be  additional  rent
     payable by Tenant to Landlord upon demand.

8.4. Tenant shall also be responsible to insure that all truck loading areas and
     loading  doors which  constitute  a part of the  Premises,  if any, are not
     unreasonably  damaged and do not accumulate litter or debris as a result of
     deliveries  to and pickups from  Tenant.  Any  unreasonable  costs borne by
     Landlord  (i.e.,  any costs of work  performed  by Landlord  over and above
     Landlord's  standard  work with respect to the Common  Facilities)  to keep
     such areas clean and in working order shall be billed by Landlord to Tenant
     and Tenant  shall pay the same  within  ten (10) days  after  receipt of an
     invoice from Landlord.

Article 9.     ALTERATIONS AND FIXTURES              (See Addendum Section 48.8)

9.1. Except as  provided  in Addendum  Section 48.8,  Tenant  shall not make any
     alterations,  additions or improvements (including maintenance and repairs)
     ("alterations")  of or to the Premises without the prior written consent of
     Landlord.   Without limiting the generality of the foregoing,  Tenant shall
     not make any alterations to the exterior of the Premises, to any structural
     component of the  Premises or to the  electrical,  mechanical,  plumbing or
     heating,  ventilating and air conditioning  systems  servicing the Premises
     without the prior written consent of Landlord.  All alterations to the roof
     top elements of the Premises must comply with Landlord's standard plans and
     specifications for such elements on the Building, which plans are available
     from  Landlord on  request.  Tenant  expressly  agrees  that  Landlord  may
     disapprove  any  alterations  of roof top elements  that do not comply with
     Landlord's standard plans. Landlord may impose such additional condition(s)
     to its consent to any alteration as Landlord deems  reasonable,  including,
     but not  limited to, a  requirement  that all work be covered by a lien and
     completion  bond in an amount equal to one and one-half times the estimated
     cost of the work.  Any  request  for  consent  shall be made in writing and
     shall contain architectural plans describing such work in reasonable detail
     satisfactory  to Landlord.   Failure of Landlord to respond to such request
     within   thirty  (30)  days  after  receipt  of  a  complete  set  of  such

                                       6
<PAGE>

     architectural  plans shall be deemed approval of such request.   Tenant may
     install a security system in the Premises  without the approval of Landlord
     so long as no part of such  system  is  visible  from the  exterior  of the
     Premises and so long as such security  system does not diminish  Landlord's
     right of entry and inspection  pursuant to Article 13. Tenant,  at Tenant's
     cost,  shall  prepare or cause to be prepared and shall deliver to Landlord
     within  thirty (30) days after  completion  of such work a detailed  set of
     "as-built"  plans and  specifications  reflecting  the  alterations  to the
     Premises constructed by Tenant.

     All alterations of or to the Premises shall be scheduled through the office
     of the Center and shall  otherwise  be  completed  in  accordance  with the
     applicable  provisions of this Article 9 and Exhibit "D"  attached  hereto.
     All alterations of or to the Premises shall become the property of Landlord
     and  shall  be  surrendered  with  the  Premises  at the  end of the  term.
     Landlord  may,  however,  by written  notice to Tenant given at least sixty
     (60) days  prior to the end of the  term,  require  Tenant  to  remove  all
     alterations  installed or constructed by Tenant and to repair any damage to
     the Premises  resulting  from such  removal,  all at Tenant's sole cost and
     expense.

     All  alterations  to the  Premises  shall be at least equal to the original
     work in quality.  The adequacy of such work shall be determined by Landlord
     as measured by the same standards used for original  construction.   Tenant
     shall be  responsible  for  determining  that the Premises  comply with the
     provisions of this Lease, all matters of record affecting the Premises, all
     applicable  governmental  requirements,   and  all  exterior  architectural
     design, location and color criteria as approved by Landlord. All work shall
     be  performed  only by a  licensed  (in the  State of  California),  bonded
     contractor  approved in advance by Landlord  (which  approval  shall not be
     unreasonably  withheld),  and  shall be made  only at such time or times as
     shall be reasonably  approved by Landlord.  Tenant shall indemnify and save
     harmless  Landlord  against all actions,  claims,  and damages by reason of
     Tenant's failure to comply with any of the foregoing provisions.

     The approval by Landlord of any  specifications,  working drawings or other
     plans for  alterations to be made by Tenant of or to the Premises,  whether
     upon  commencement  of possession by Tenant of the Premises or at any other
     time  during  the  term  of  this  Lease,  shall  not  be  deemed  to  be a
     representation or warranty by Landlord as to the adequacy or sufficiency of
     such specifications, working drawings or other plans or of the improvements
     or  construction  contemplated  thereby  for  any use or  purpose.   By its
     approval thereof, Landlord assumes no liability or responsibility therefor,
     or for  any  defect  in any  improvements  or  construction  made  pursuant
     thereto.

     Before  commencement  of any work of  improvement  in the Premises,  Tenant
     shall give Landlord  thirty (30) days written  notice  thereof,  specifying
     precisely the expected date of commencement.   Landlord may maintain in the
     Premises  such  notices of  non-responsibility  or other  notices as may be
     necessary to protect Landlord against liability for liens and claims.

9.2. All articles of personal  property  and all  business  and trade  fixtures,
     machinery  and  equipment,  furniture and movable  partitions  installed by
     Tenant at its expense shall be the property of Tenant and may be removed by
     Tenant at any time if Tenant is not in  default  hereunder,  provided  that
     Tenant  repairs any damage to the Premises  caused by such removal.  On the
     expiration of the term, or on any earlier termination of this Lease, Tenant
     shall remove all such  personal  property,  etc.,  in  accordance  with the
     provisions of Article 22.

                                       7
<PAGE>

Article 10.    USE OF PREMISES; HAZARDOUS MATERIALS  (See Addendum Section 48.9)

10.1.Tenant  shall  use the  Premises  only  for the  purpose  specified  in the
     applicable Basic Lease Provision and for no other purpose without the prior
     written consent of Landlord. Tenant shall not use the Premises in violation
     of any  applicable  law,  ordinance or  governmental  regulation  or of the
     certificate of occupancy issued for the Premises,  and shall, upon five (5)
     days' written  notice from  Landlord,  discontinue  any use of the Premises
     which is declared by any governmental authority having jurisdiction to be a
     violation of any applicable law, ordinance or governmental regulation or of
     said  certificate  of  occupancy.   Tenant shall  promptly  comply with all
     protective covenants and architectural standards applicable to the Premises
     and all present and future laws, ordinances, orders, rules, regulations and
     requirements of all governmental  authorities having  jurisdiction over the
     Premises, or any applicable insurance underwriters.  Such standards imposed
     by Landlord shall not be unreasonable.

     Tenant shall not do or permit  anything to be done in or about the Premises
     which will interfere with the rights of other  occupants of the Center,  or
     injure or annoy them,  or allow the  Premises to be used for any  improper,
     immoral,  unlawful  or  objectionable  purpose,  nor  shall  Tenant  cause,
     maintain  or permit  any  nuisance  or commit any waste in, on or about the
     Premises.  Tenant shall not (a) place a load upon any floor of the Premises
     which  exceeds the floor load per square foot which such floor was designed
     to carry, (b) attach or hang any object or item from the ceiling or roof of
     the Premises or any structural component of the Premises without Landlord's
     prior written consent  thereto (which shall not be unreasonably  withheld),
     (c) use an electric cart or any other vehicle,  excluding  automobiles,  in
     the Center  except as  previously  approved by  Landlord in writing  (which
     shall  not  be  unreasonably   withheld),   or  (d) violate  any  mandatory
     restrictions  imposed  by  any  governmental   authority  with  respect  to
     conservation  of  energy,   water,  gas  or  electricity  or  reduction  of
     automobile  or  other  emissions  or  any  rules  of  Landlord  adopted  in
     compliance  therewith.  Tenant  shall not do or permit to be done  anything
     which will injure the  Premises or  invalidate  or increase the cost of any
     insurance  policy(ies)  covering the Premises,  the Center and/or  property
     located therein;  provided,  however,  that in the event of any increase in
     insurance  premiums or policies  covering the  Premises,  the Center and/or
     property  located  herein,  Tenant shall not be in breach hereof so long as
     Tenant promptly reimburses  Landlord for the cost of such increase.  Tenant
     shall maintain no outside storage.

10.2.Notwithstanding   the  foregoing,   Tenant  may  contest  any  governmental
     requirement or alleged violation thereof, so long as Landlord's interest in
     the  Premises  and the  Center  are not  thereby  adversely  affected,  and
     Landlord  shall,  at  Tenant's  request,   join  in  such  contest  if  its
     participation is necessary, but at no expense to Landlord.  If any security
     must be posted, or any order must be obtained to forestall  compliance with
     such requirement  pending the  determination of such contest,  Tenant shall
     post such  security or shall  obtain such order  prior to  commencing  such
     contest and such action shall be a condition to Tenant's right to  contest.
     If such contest is finally  determined  adversely  to Tenant,  Tenant shall
     promptly comply with the requirement(s)  determined to be applicable to the
     Premises  and  shall   indemnify  and  hold  Landlord   harmless  from  all
     liabilities,  damages,  costs (including costs and attorneys' fees incurred
     or awarded in such contest) and expenses  occasioned by any  non-compliance
     by  Tenant  and any  delay in  effecting  compliance,  including  any delay
     occasioned by a contest determined adversely to Tenant.

                                       8
<PAGE>

10.3.Without  limiting the  generality  of Section  10.1,  Tenant  covenants and
     agrees that Tenant, its employees,  agents and other third parties entering
     upon the Center at the  request  or  invitation  of Tenant  shall not bring
     into,  maintain  upon or  release or  discharge  in or about the Center any
     hazardous or toxic substances or hazardous waste (collectively,  "hazardous
     materials").   The  foregoing  covenant  shall  not  extend  to  substances
     typically found or used in general office and  administrative  environments
     so long as (a) such  substances are maintained  only in such  quantities as
     are reasonably necessary for Tenant's operations in the Premises,  (b) such
     substances and any equipment  which  generates such substances are used and
     stored strictly in accordance with all applicable laws and regulations, the
     highest  standards  prevailing in the industry for such  substances and the
     manufacturers'  instructions therefor, (c) such substances are not disposed
     of in or about the Center in a manner  which would  constitute a release or
     discharge  thereof  and (d) all such  substances  and any  equipment  which
     generates  such  substances  are removed from the Center by Tenant upon the
     expiration  or earlier  termination  of this Lease.  Tenant  shall,  within
     thirty (30) days after the Commencement Date, and shall thereafter annually
     within thirty (30) days after each anniversary of the Commencement Date and
     after any  specific  request  therefor by  Landlord,  provide to Landlord a
     written list identifying any hazardous  materials then maintained by Tenant
     in  the  Premises,  the  use  of  each  such  hazardous  material  and  the
     approximate  quantity  of each such  hazardous  material so  maintained  by
     Tenant,   together  with  written   certification  by  Tenant  stating,  in
     substance,   that  neither  Tenant  nor  any  person  for  whom  Tenant  is
     responsible has released or discharged any hazardous  materials in or about
     the Center.

     In the event that  Tenant  proposes  to conduct  any use or to operate  any
     equipment which will or may utilize or generate a hazardous  material other
     than as specified  in the first  paragraph  of this  Section,  Tenant shall
     first in writing submit such use or equipment to Landlord for approval.  No
     approval by  Landlord  shall  relieve  Tenant of any  obligation  of Tenant
     pursuant  to  this   Section,   including   the   removal,   clean-up   and
     indemnification  obligations  imposed upon Tenant by this  Section.  Tenant
     shall,  within  five (5) days after  receipt  thereof,  furnish to Landlord
     copies of all  notices  and other  communications  received  by Tenant with
     respect to any actual or alleged  release  or  discharge  of any  hazardous
     material in or about the  Premises or the Center and shall,  whether or not
     Tenant  receives  any such  notice or  communication,  notify  Landlord  in
     writing of any  discharge  or release of  hazardous  material  by Tenant or
     anyone  for whom  Tenant is  responsible  in or about the  Premises  or the
     Center.

     In the event that Tenant is required to maintain  any  hazardous  materials
     license or permit in  connection  with any use  conducted  by Tenant or any
     equipment  operated by Tenant in the Premises,  copies of each such license
     or  permit,  each  renewal  thereof  and  any  communication   relating  to
     suspension,  renewal or  revocation  thereof shall be furnished to Landlord
     within five (5) days after receipt thereof by Tenant.  Compliance by Tenant
     with the two  immediately  preceding  sentences shall not relieve Tenant of
     any obligation of Tenant pursuant to this Section.

     Upon any violation of the foregoing  covenants,  Tenant shall be obligated,
     at Tenant's sole cost, to clean-up and remove from the Center all hazardous
     materials  introduced into the Center by Tenant or any third party for whom
     Tenant is responsible.  Such clean-up and removal shall include all testing
     and investigation required by any lender, owner or governmental authorities
     having  jurisdiction,  and preparation and  implementation  of any remedial
     action plan required by any governmental  authorities having  jurisdiction.
     All such clean-up and removal activities of Tenant shall, in each instance,
     be  conducted  to  the   satisfaction  of  Landlord  and  all  governmental

                                       9
<PAGE>

     authorities  having  jurisdiction.  Landlord's  right of entry  pursuant to
     Article 13 shall include the right to enter,  inspect and test the Premises
     for violations of Tenant's covenants herein. If any governmental  authority
     or lender shall require  testing for  hazardous  materials in the Premises,
     then Tenant  shall  reimburse  Landlord  for all costs of such testing upon
     demand as additional rent due hereunder.

     Tenant shall indemnify,  defend and hold harmless  Landlord,  its partners,
     and its and  their  successors,  assigns,  partners,  directors,  officers,
     employees,  agents,  lenders  and  attorneys  from and  against any and all
     claims,  liabilities,   losses,  actions,  costs  and  expenses  (including
     attorneys' fees and costs of defense) incurred by such indemnified persons,
     or any of them,  as the  result of (i) the  introduction  into or about the
     Center by Tenant or anyone for whom Tenant is  responsible of any hazardous
     materials, (ii) the usage, storage,  maintenance,  generation,  production,
     disposal,  release  or  discharge  by Tenant or anyone  for whom  Tenant is
     responsible  of  hazardous  materials  in or about  the  Center,  (iii) the
     discharge  or  release  in or about the Center by Tenant or anyone for whom
     Tenant is responsible  of any hazardous  materials,  (iv) any  injury to or
     death of persons or damage to or destruction of property resulting from the
     use, introduction,  production, storage, generation, disposal, disposition,
     release or discharge by Tenant or anyone for whom Tenant is  responsible of
     hazardous  materials in or about the Center,  and (v) any failure of Tenant
     or anyone for whom Tenant is responsible to observe the foregoing covenants
     of this Section.  Payment shall not be a condition precedent to enforcement
     of the foregoing indemnification provision.

     Upon any violation of the foregoing covenants Landlord shall be entitled to
     exercise all remedies  available to a landlord against a defaulting tenant,
     including  but not  limited  to those  set  forth in  Article  20.  Without
     limiting the generality of the foregoing, Tenant expressly agrees that upon
     any such violation Landlord may, at its option,  (A) immediately  terminate
     this Lease or (B) continue this Lease in effect until  compliance by Tenant
     with  its  clean-up  and  removal  covenant   notwithstanding  any  earlier
     expiration date of the term of this Lease. No action by Landlord  hereunder
     shall impair the obligations of Tenant pursuant to this Section.

     As used in this Section,  "hazardous materials" shall include asbestos, all
     petroleum  products  and all  hazardous  materials,  hazardous  wastes  and
     hazardous or toxic  substances  as defined or  designated in or pursuant to
     the comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended (42 U.S.C. Section 9601, et seq.) (including  specifically
     any element,  compound, mixture or solution), the Resource Conservation and
     Recovery  Act,  as amended  (42  U.S.C.Section  6901,  et seq.),  the Toxic
     Substances  Control Act, as amended (15 U.S.C.  Section 2601, et seq.), and
     California  Health and Safety Code Section 25316,  including such hazardous
     or  toxic  substances  or  wastes  as are  identified,  defined  or  listed
     elsewhere where such identifications, definitions or lists are incorporated
     into  such  acts or code  section  by  reference,  as well as all  products
     containing such hazardous  substances.  In addition,  hazardous  materials"
     shall include any substance  designated pursuant to the Clean Water Act (33
     U.S.C.   Section   1321  et  seq.),   any   hazardous   waste   having  the
     characteristics  identified  under or listed  pursuant  to the Solid  Waste
     Disposal  Act, (42 U.S.C.  Section  1317(a),  et seq.),  any  hazardous air
     pollutant listed under Section 112 of the Clean Air Act (42 U.S.C.  Section
     7412, et seq.) and any imminently  hazardous  chemical substance or mixture
     with respect to which the  Administrator  of the  Environmental  Protection
     Agency  has taken  action  pursuant  to  Section 7 of the Toxic  Substances
     Control Act (15 U.S.C. Section 2606, et seq.). The term also includes,  but
     is not limited to, polychlorinated  biphenyls, urea formaldehyde or related
     substances.  By its  signature to this Lease,  Tenant  confirms that it has

                                       10
<PAGE>

     conducted  its own  examination  of the Premises  with respect to hazardous
     materials  and  accepts  the same "AS IS" and with no  hazardous  materials
     present thereon.

     The covenants  contained in this Section 10.3 shall survive for a period of
     two (2) years  following the expiration or any earlier  termination of this
     Lease.

Article 11.    ACCEPTANCE OF PREMISES

Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation  or warranty with respect to the Premises or the  suitability  or
fitness of the  Premises  for the conduct of Tenant's  business or for any other
purpose.  Taking of  possession  of the  Premises by Tenant  shall  conclusively
establish that the Premises were at such time in  satisfactory  condition and in
conformity  with the provisions of this Lease in all respects,  except as to any
items as to which Tenant shall give  Landlord a written  punchlist in reasonable
detail within  fifteen (15) days after Tenant takes  possession.  Landlord shall
promptly  correct  any  actual  defects  of  which  it is so  notified.  Nothing
contained  in this  Article  shall  affect the  commencement  of the term or the
obligation of Tenant to pay rent hereunder.

Article 12.    LIENS

Tenant shall keep the Premises free from any mechanic's liens arising out of any
work  performed,  materials  furnished or  obligations  incurred by Tenant,  and
agrees to defend, indemnify and hold harmless Landlord from and against any such
lien or claim or action  thereon,  together  with  costs of suit and  reasonable
attorney's fees incurred by Landlord in connection  therewith.  If any such lien
shall be filed against the Premises,  Tenant shall notify Landlord  promptly and
shall either cause the same to be  discharged  of record within twenty (20) days
after the date of filing of the same or, if Tenant in good faith  determines  to
contest such lien, Tenant shall furnish such security as may be necessary to (a)
prevent any foreclosure  proceedings against the Premises during the pendency of
such contest,  and (b) cause Chicago Title Insurance Company (or other reputable
title insurance company  reasonably  acceptable to Landlord) to remove such lien
as a matter  affecting title to the Premises on a preliminary  title report with
respect thereto.

Article 13.    ENTRY AND INSPECTION

Landlord and its agents may at all reasonable times during normal business hours
and at any time in case of  emergency,  enter upon the Premises for the purposes
of (a) inspecting the same, and protecting the interest therein of Landlord, and
(b)  taking  all  required  materials  and  equipment  into  the  Premises,  and
performing  all work therein which  Landlord is required or permitted to perform
hereunder,  (c) maintaining any service provided by Landlord to Tenant hereunder
and (d) posting  notices of  nonresponsibility,  all  without  rebate of rent to
Tenant for any loss of occupancy or quiet enjoyment of the Premises,  or damage,
injury or  inconvenience  thereby  occasioned.  Landlord and its agents may also
enter and/or pass  through the  Premises,  at  reasonable  times  during  normal
business  hours, to show the Premises to holders of encumbrances on the interest
of Landlord, to prospective  purchasers,  mortgagees or lessees of the Building.
At any time that Landlord enters upon the Premises as allowed above,  Tenant may
require that the personnel  entering the Premises be  accompanied by an agent of
Tenant.  No security  system  installed  by Tenant  shall be allowed to diminish

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<PAGE>

Landlord's right to enter upon the Premises  pursuant to this Article 13. During
the six (6) months  prior to the  expiration  date of this Lease,  Landlord  may
exhibit the Premises to prospective  tenants.  Landlord may also enter on and/or
pass through the Premises at such times as shall be required by circumstances of
emergency.  If during  the last  month of the term  hereof  Tenant  has  removed
substantially  all property and personnel from the Premises,  Landlord may enter
the Premises and repair,  alter and  redecorate the same,  without  abatement of
rent and without liability to Tenant. In the event of an emergency, if Tenant is
not  personally  present to open the Premises  when such an entry by Landlord is
permitted,  Landlord  may enter by means of a master key  without  liability  to
Tenant except for any failure to exercise due care for Tenant's property.

Nothing contained herein shall constitute an actual or constructive  eviction or
relieve Tenant of any obligation with respect to making any repair,  replacement
or improvement or complying with any law, order or requirement of any government
or other  authority.  Nothing  contained  herein shall impose upon  Landlord any
obligation to Tenant except as specifically provided in this Lease.

Article 14.    ASSIGNMENT AND SUBLETTING

14.1.Tenant shall not, either voluntarily or by operation of law, assign,  sell,
     encumber,  pledge  or  otherwise  transfer  all or  any  part  of  Tenant's
     leasehold  estate,  or permit the  Premises to be occupied by anyone  other
     than Tenant or Tenant's  employees,  or sublet the  Premises or any portion
     thereof,  without  Landlord's  prior  written  consent  in  each  instance;
     provided,  however,  that  Landlord's  consent shall not be required for an
     assignment  by Tenant to any corporate  successor (by merger,  operation of
     law or acquisition of substantially  all of the assets of Tenant) or to any
     affiliate of Tenant so long as such corporate  successor or affiliate is in
     a financial  condition such that Landlord,  in reasonably  evaluating  such
     condition, would have entered into this Lease with such corporate successor
     or affiliate. For purposes hereof,  "affiliate" shall mean any corporation,
     or other entity or person which  controls,  is  controlled  by, or is under
     common control with Tenant.  Consent by Landlord to one or more assignments
     or to one or more  sublettings  shall not  operate  to  exhaust  Landlord's
     rights under this Section.  The voluntary or other  surrender of this Lease
     by  Tenant or a mutual  cancellation  hereof  shall not work a merger,  and
     shall,  at the  option  of  Landlord,  terminate  all or any  subleases  or
     subtenancies  or  shall  operate  as an  assignment  to  Landlord  of  such
     subleases  or  subtenancies.   Tenant  agrees  to  reimburse  Landlord,  as
     additional  rent,  for  Landlord's  reasonable  costs and  attorneys'  fees
     incurred in connection with processing and  documentation  of any requested
     assignment,  subletting,  transfer, change of ownership or hypothecation of
     this Lease or Tenant's interest in the Premises.

14.2.If Tenant  desires to assign  this Lease or to sublet the  Premises  or any
     portion thereof,  it shall first notify Landlord of its desire to do so and
     shall submit in writing to Landlord (i) the name of the proposed  subtenant
     or assignee;  (ii) the nature of the  proposed  subtenant's  or  assignee's
     business to be carried on in the Premises;  (iii) the terms and  provisions
     of the proposed sublease or assignment;  and (iv) such reasonable financial
     information as Landlord may request  concerning  the proposed  subtenant or
     assignee,  including  but not  limited to a balance  sheet of the  proposed
     subtenant or assignee as of a date within 90 days prior to such  submission
     to Landlord.

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<PAGE>

14.3.Within  fifteen  (15)  days  after  Landlord's  receipt  of the last of the
     information  specified in Section 14.2,  Landlord may by written  notice to
     Tenant elect to (i) consent to the subletting or assignment  upon the terms
     and to the  subtenant  or  assignee  proposed;  or (ii)  refuse to give its
     consent to the  subletting or assignment.  Landlord shall not  unreasonably
     withhold its consent to any proposed  assignee or sublessee.  In exercising
     such  right  of  reasonable  approval  or  disapproval,  Landlord  shall be
     entitled to take into account any fact or factor which Landlord  reasonably
     deems relevant to such decision,  including but not necessarily  limited to
     the  following,  all of which  are  agreed  to be  reasonable  factors  for
     Landlord's consideration:

     (i)  The financial strength of the proposed assignee or subtenant.

     (ii) The  experience of the proposed  assignee or subtenant with respect to
          businesses  of the type and size  which  such  assignee  or  subtenant
          proposes to conduct in the Premises.

     (iii)The  quality  and  nature  of the  business  which  such  assignee  or
          subtenant proposes to conduct in the Premises.

     (iv) Violation of exclusive  use rights  previously  granted by Landlord to
          other tenants of the Center.

     (v)  Whether there then exists any default beyond any applicable notice and
          cure  period by Tenant  pursuant to this Lease or any  non-payment  or
          non-performance  by Tenant under this Lease which, with the passage of
          time and/or the giving of notice,  would  constitute  a default  under
          this lease.

     Moreover,  Landlord shall be entitled to be reasonably  satisfied that each
     and every  covenant,  condition or  obligation  imposed upon Tenant by this
     Lease and each and every right, remedy or benefit afforded Landlord by this
     Lease is not impaired or diminished by such assignment or subletting. In no
     event shall there be any  substantial  change in the use of the Premises in
     connection with any assignment or subletting  except as expressly  approved
     in writing by Landlord in advance. Landlord and Tenant acknowledge that the
     express  standards  and  provisions  set forth in this Lease  dealing  with
     assignment and subletting have been freely negotiated and are reasonable at
     the date hereof.  Approval of any  assignment of Tenant's  interest  shall,
     whether or not  expressly  so stated,  be  conditioned  upon such  assignee
     assuming  in  writing  all  obligations  of Tenant  hereunder  by a written
     instrument satisfactory to Landlord.

14.4.If Landlord  consents or does not  disapprove  any assignment or subletting
     within  said  fifteen  (15) day period,  Tenant may within  sixty (60) days
     after the  expiration  of said  fifteen  (15) day period enter into a valid
     assignment or sublease of the Premises or portion  thereof,  upon the terms
     and  conditions  described in the  information  required to be furnished by
     Tenant to  Landlord,  or upon  other  terms not less  favorable  to Tenant;
     provided,  however, that any material change in such terms shall be subject
     to Landlord's  consent as provided  herein,  and provided  further that any
     amount to be paid to Landlord by Tenant  pursuant to Section  14.4 shall be
     paid to Landlord upon the consummation of such transaction.

14.5.As a condition  to  Landlord's  consent to any  assignment  or  subletting,
     Landlord shall receive, in the case of a subletting,  all net rent (however

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     denominated  and paid)  payable by the subtenant to Tenant in excess of the
     rent  payable by Tenant to Landlord  pursuant to this Lease for the portion
     of the Premises so  subleased  and, in the case of an  assignment,  all net
     consideration given,  directly or indirectly,  by the assignee to Tenant in
     connection with such  assignment.  For the purposes of this clause,  "rent"
     shall mean all consideration paid or given, directly or indirectly, for the
     use of the Premises or any portion thereof.  "Consideration"  shall include
     money,  services,  property  or anything of value such as payment of costs,
     cancellation of indebtedness, discounts, rebates and the like. "Sublet" and
     "sublease" shall include a sublease as to which Tenant is sublessor and any
     sub-sublease  or  other  sub-subtenancy,  irrespective  of  the  number  of
     tenancies and tenancy  levels  between the ultimate  occupant and Landlord,
     and as to which  Tenant  receives  any  consideration,  as  defined in this
     subparagraph,  and Tenant shall  require on any sublease  which it executes
     that Landlord receive the profit from all sub-subtenancies, irrespective of
     the number of levels thereof. Any net rent or other net consideration which
     is passed  through to Landlord  pursuant to this  Section  shall be paid to
     Landlord  promptly  upon  receipt  by  Tenant  and  shall  be paid in cash,
     irrespective of the form in which received by Tenant.  If any rent or other
     consideration  received by Tenant  from a  subtenant  or assignee is in the
     form other than cash,  Tenant  shall pay to Landlord in cash the fair value
     of such consideration.

     For purposes of this Section 14.5, "net rent" and "net consideration" shall
     mean the gross rent or gross  consideration  received  from the assignee or
     sublessee  during the sublease term or in connection  with the  assignment,
     less (i) the rent payable pursuant to this Lease,  prorated in the event of
     subletting  of a portion of the  Premises,  to deduct only the rent payable
     under this Lease with respect to the portion of the  Premises  which is the
     subject  of  such  sublease,  and  (ii)  the  amount  of any  out-of-pocket
     attorney'  fees and  tenant  improvement  costs  paid for by Tenant and the
     amount of any real estate  commissions  paid by Tenant to independent  real
     estate brokers or agents,  in each case in connection  with such assignment
     or subletting (collectively,  the "Reduction").  For the purposes of clause
     (ii),  such  Reduction  shall be amortized  over the remaining term of this
     Lease,  in the case of an assignment,  or the term of the sublease,  in the
     case of a  subletting,  and only the  amortization  applicable  to a period
     shall be deducted from the gross rent or gross consideration  applicable to
     such period for the purposes of determining net rent or net consideration.

     The information to be supplied to Landlord under Section 14.2 shall include
     a  statement  of all  rent  and  consideration  to be  paid  to  Tenant  in
     connection  with the assignment or subletting  together with the Reduction.
     Such statement shall be subject to the review of Landlord.

14.6.No  subletting  or  assignment,  even with the consent of  Landlord,  shall
     relieve  Tenant of its  obligation to pay the rent and to perform all other
     obligations to be performed by Tenant; provided, however, that Tenant shall
     be released from any obligation  under this Lease to be performed by Tenant
     upon any assignment of this Lease to an assignee with a financial condition
     such that Landlord,  in reasonably  evaluating such  condition,  would have
     entered into this Lease with such  assignee.  The acceptance of any payment
     due hereunder by Landlord from any other person shall not be deemed to be a
     waiver by Landlord of any provision of this Lease or to be a consent to any
     assignment or subletting.

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Article 15.    INSURANCE PROVISIONS

15.1.Tenant  shall at all times  during  the term and at its cost,  maintain  in
     full force and effect a policy or policies of  insurance  which  afford the
     following coverages:

     (a)  Worker's  Compensation in the statutorily  required amount,  including
          employer's  liability with a liability amount not less than $1,000,000
          per occurrence.

     (b)  Commercial  General  Liability  Insurance with a liability  amount not
          less than $1,000,000  combined single limit for both bodily injury and
          property damage,  including blanket contractual liability,  broad form
          property  damage,  personal  injury,  completed  operations,  products
          liability,  host liquor liability (or liquor liability, if applicable)
          and owned and non-owned automobile coverage.

     The minimum limit on the coverage  provided pursuant to paragraph (b) above
     shall be adjusted  upward or downward at the expiration of each third lease
     year as  follows:   Not less than  sixty  (60) days  prior to the  relevant
     adjustment date, Landlord shall request such insurance brokerage firm as is
     then placing  insurance  for Landlord  (the  "Reviewing  Broker") to review
     Tenant's then existing liability insurance coverage, to review the then use
     of the  Premises  and  the  claims  history  with  respect  thereto  and to
     recommend,  in  writing,  the amount of  coverage to be  carried by Tenant.
     Such  recommendation  shall be  commercially  reasonable and shall be based
     upon the then use of the Premises  and the  liability  claims  history with
     respect  to the  Premises  and shall be  certified  to be  consistent  with
     amounts of coverage  generally  recommended  by such  Reviewing  Broker for
     similar  types  of users  of  property  with  uses  similar  to that of the
     Premises in the  geographical  area which  includes the  Premises.   If the
     Reviewing  Broker shall  recommend an  increase(s)  or  decrease(s)  in the
     amount of coverage then provided by Tenant,  Tenant shall promptly increase
     or decrease its coverage to the  recommended  amount(s),  unless within ten
     (10) days after receipt of  Landlord's  notice with respect to any required
     increase in Tenant's coverage, Tenant shall deliver to Landlord the written
     recommendation  of Tenant's  insurance broker as to the amount of insurance
     to be carried  pursuant  to  paragraph (b),  considering  the same  factors
     considered by the Reviewing Broker. For a period of fifteen (15) days after
     delivery of Tenant's  notice to Landlord,  if at all, the Reviewing  Broker
     and Tenant's  broker shall  attempt in good faith to agree on the amount of
     insurance  to be  carried  under  paragraph (b).  If they are  unable to so
     agree,  then  either  Landlord  or Tenant  may elect to refer the matter to
     arbitration in accordance  with the provisions of  Addendum  Section 48.21.
     In no event  shall  there  be any  reduction  in the  amounts  of  coverage
     provided by Tenant under  paragraph (b) below the initial amounts set forth
     herein,   notwithstanding  any  recommendation  by  the  Reviewing  Broker,
     Tenant's broker or any arbitrator pursuant to Addendum Section 48.21.

     Landlord,  and any other persons designated by Landlord,  shall be added as
     additional insureds pursuant to such policies (although they shall not have
     any obligations as "named"  insureds  therein).  The insurance  required by
     this Article shall be the primary  insurance as respects  Landlord (and any
     other additional  insureds  designated by Landlord)  and not  contributory.
     Each policy providing  coverage  required by paragraph (b) shall contain an
     endorsement  providing,  in substance,  that "such insurance as is afforded
     hereby for the benefit of  [Landlord]  shall be primary  and any  insurance
     carried by [Landlord]  shall be excess and not  contributory".  In no event
     shall the limits of any  coverage  maintained  by Tenant be  considered  as
     limiting the liability of Tenant pursuant to this Lease.

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<PAGE>

15.2.Tenant  shall at all times  during  the term and at its cost,  maintain  in
     effect  policies  of  insurance   covering  (a)  the  Premises,   providing
     protection against any risk included within the classification  "All Risk,"
     including but not limited to insurance against sprinkler leakage, vandalism
     and malicious mischief, such insurance to be in an amount not less than the
     full replacement  value thereof,  which shall be determined at the time the
     policy is initially obtained, and not less frequently than once every three
     (3)  years  thereafter;  and  (b)  all  tenant  improvements  on or in  the
     Premises,  providing  protection  against  any  risk  included  within  the
     classification  "All Risk," including but not limited to insurance  against
     sprinkler leakage,  vandalism and malicious mischief,  such insurance to be
     in an amount not less than the full replacement value of such improvements,
     which shall be determined at the time the policy is initially obtained, and
     not less  frequently  than once every three (3) years  thereafter;  (c) all
     personal  property of Tenant  located in or at the Premises,  including but
     not limited to fixtures, furnishings, equipment and furniture, in an amount
     not less than their full replacement value (as reasonably determined by the
     Reviewing Broker),  providing  protection against any peril included within
     the  classification  "All Risk,"  including  but not  limited to  insurance
     against  sprinkler  leakage,  vandalism  and  malicious  mischief;  and (d)
     business  interruption  insurance  assuring that all rent payable hereunder
     will be paid for a  period  of  twelve  (12)  months  if the  Premises  are
     destroyed or rendered inaccessible by a risk insured against by an All Risk
     policy,  with any  endorsements  required by this  Section.  The  insurance
     provided  for in clauses  (a) and (b) of this  Section  may be subject to a
     deductible in an amount not greater than $100,000.

     The proceeds of such  insurance,  so long as this Lease  remains in effect,
     shall be used to repair or replace the Premises,  tenant  improvements  and
     personal  property so insured.  Upon any termination of this Lease pursuant
     to Article 17, the  proceeds,  if any,  of the  insurance  provided  for in
     clauses (a), (b) and (d) of this Section  shall be retained by Landlord and
     the proceeds,  if any, of the insurance provided for in clause (c) shall be
     retained by Tenant.

15.3.All  insurance  required  to be carried by Tenant  shall be with  companies
     rated  A:VIII,  or better,  in the then most  recent  version of Best's Key
     Rating  Guide.  Tenant shall deliver to Landlord at least fifteen (15) days
     prior to the time when such insurance is required,  and thereafter at least
     thirty  (30) days prior to the  expiration  or  renewal  date of any policy
     maintained  by Tenant,  copies of the policies or  certificates  evidencing
     such insurance.  All policies and certificates  delivered  pursuant to this
     Article  shall  contain  liability  limits  not less  than  those set forth
     herein,   shall  list  the  additional   insureds  and  shall  specify  all
     endorsements and special  coverages  required.  Each policy shall contain a
     provision  requiring  not less  than  thirty  (30) days  written  notice to
     Landlord  prior to any  cancellation,  non-renewal  or  material  amendment
     thereof.  For the purposes of this Article, "term" and "term of this Lease"
     shall mean the period from the  Commencement  Date through the later of the
     expiration or termination  of the Lease term or the date Tenant  surrenders
     possession of the Premises to Landlord.

15.4.Landlord  shall at all times  during  the term  maintain  in full force and
     effect a policy or policies of comprehensive  liability  insurance insuring
     against  loss,  damage or liability for injury to or death of any person or
     loss or damage to property  occurring in the Common  Facilities (as defined
     in Exhibit "B"  hereto) or in the public  areas of the  Building,  with not
     less than  $2,000,000.00  combined  single  limit.   Landlord  or any first
     mortgagee with an interest in the Center may from time to time require that
     such  insurance  limits be increased to a level which  Landlord or any such
     first   mortgagee   reasonably   deems  necessary  for  full  and  adequate
     protection.   Landlord  shall also at all times during the term maintain in

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<PAGE>

     full  force  and  effect a policy or  policies  of fire  insurance  with an
     extended  coverage  endorsement,  and  Landlord  may  maintain  such  other
     coverage  and  endorsements,  including,  but not  limited  to, "All Risk,"
     vandalism,  malicious mischief and earthquake insurance,  as Landlord deems
     necessary  or  desirable  (but  exclusive  of  coverages   required  to  be
     maintained by Tenant under  Section 15.2 above),  in an amount equal to not
     less than ninety percent (90%) of the replacement  cost of the Premises and
     the  Building,  all  improvements  constructed  thereon  and any  additions
     thereto or  replacements  thereof,  exclusive of foundation  and excavation
     costs,  together  with  loss of rent  insurance  covering  losses by perils
     covered by the aforementioned insurance in amounts not less than one year's
     full rent, the proceeds of which shall be payable to Landlord and any first
     mortgagee,  as their  interests may appear.  Said property  insurance shall
     not contain a  coinsurance  or  contribution  provision,  but will  contain
     replacement cost  endorsements and  deductibles.  The cost of all insurance
     obtained  by  Landlord  hereunder  shall be  included  in  Total  Operating
     Expenses (as defined in Exhibit "B" hereto).

15.5.Landlord and Tenant each hereby  waives all rights of recovery  against the
     other  and  against  any other  occupant  of the  Center  and  against  the
     officers, employees, agents,  representatives and business visitors of such
     other  party  and of such  other  occupant,  for loss of or  damage to such
     waiving  party or to its  property  or the  property  of  others  under its
     control,  arising  from any  cause  insured  against  under  any  policy of
     insurance  required to be carried by such  waiving  party  pursuant to this
     Lease (or any other  policy of insurance  carried by such waiving  party in
     lieu thereof) or actually carried by such waiving party at the time of such
     loss or damage.  The foregoing  waiver shall be effective  whether or not a
     waiving party  actually  obtains and  maintains  the  insurance  which such
     waiving party is required to obtain and maintain pursuant to this Lease (or
     any substitute  therefor).   Landlord and Tenant shall,  upon obtaining the
     policies of  insurance  which they are  required  hereunder  to maintain or
     otherwise maintain, give notice to their respective insurance carriers that
     the foregoing mutual waiver of subrogation is contained in this Lease.

15.6. Landlord and Tenant agree as follows:

     (a)  Subject to subsection (c) below,  to the fullest  extent  permitted by
          law, Tenant shall indemnify and hold harmless Landlord, its agents and
          employees and all partners,  owners and affiliates of Landlord and the
          owner of the Center from and against all liabilities for any damage or
          injury (including,  without limitation, loss of life) to any person or
          property in or about the Center  arising  from the use of the Premises
          or the Center by Tenant, its subtenants, assignees or licensees or the
          respective  agents,  employees  or  invitees  of any of the  foregoing
          persons,  or any other persons  permitted in the Premises or elsewhere
          in  the   Center  by   Tenant,   or  any  of  them.    The   foregoing
          indemnification  obligation  of Tenant  shall  extend  to  liabilities
          arising from any activity,  work, or thing done, permitted or suffered
          by Tenant or any such person in or about the Center and shall  further
          extend to any liabilities  arising from any default in the performance
          of any obligation on Tenant's part hereunder.

     (b)  Subject to subsection (c) below,  to the fullest  extent  permitted by
          law, Landlord shall indemnify and hold harmless Tenant, its agents and
          employees and all partners,  owners and  affiliates of Tenant from and
          against all liabilities for any damage or injury  (including,  without
          limitation,  loss of life) to any person or  property  in or about the
          Center arising from the maintenance  and/or operation of the Center by
          Landlord,  its agents,  employees  or  contractors  (but not  tenants,
          occupants  or other  third  parties).  The  foregoing  indemnification

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<PAGE>

          obligations  of Landlord  shall extend to  liability  arising from any
          activity, work or thing done, permitted or suffered by Landlord or any
          such  person in or about the  Center and shall  further  extend to any
          liabilities  arising  from  any  default  in  the  performance  of any
          obligation on Landlord's part hereunder.

     (c)  For purposes of the indemnification obligations of Landlord and Tenant
          pursuant to this Section 15.6, the following shall apply:

          (i)  As used in this  Lease,  the term  "liabilities"  shall  mean and
               include all suits,  actions,  claims and demands and all expenses
               (including  attorneys' fees and costs of defense)  incurred in or
               about any such  liability  and any action or  proceeding  brought
               thereon.

          (ii) If any claim  shall be made or any action or  proceeding  brought
               against the party to be indemnified pursuant to this Section 15.6
               on the basis of any liability described in this Section 15.6, the
               indemnifying  party  shall,  upon  notice  from  the  party to be
               indemnified,  defend the same at the indemnifying party's expense
               by   counsel   reasonably   satisfactory   to  the  party  to  be
               indemnified.

          (iii)It  is  understood  and  agreed  that  payment  shall  not  be  a
               condition   precedent  to  enforcement   of  an   indemnification
               obligation of either party pursuant to this Section 15.6.

          (iv) Notwithstanding  anything to the contrary in this  Section  15.6,
               neither   party  shall  be  relieved   from  and  the   foregoing
               indemnification obligations of a party hereunder shall not extend
               to any loss, damage, injury, liability,  claim or cost which such
               party  establishes was caused by the act or negligence or willful
               misconduct of the other party or its agents or employees.

15.7 (a)  Neither Landlord  nor its agents or  employees shall be liable for any
          damage to property  entrusted to Landlord's agents or employees in the
          Center,  nor for loss of any property by theft.  Neither  Landlord nor
          its  agents or  employees  shall be liable  for any  injury,  death or
          damage which may be sustained by the person,  goods, wares or property
          of Tenant, its employees,  invitees or visitors or any other person in
          or about the Premises, or for loss or interruption of business, caused
          by or resulting from any peril which may affect the Premises,  whether
          such damage or injury results from conditions  arising in the Premises
          or in other portions of the Center or from other sources.   Tenant, as
          a material  consideration  to Landlord,  assumes all risk of damage to
          property and injury to or death of persons in or about the Center from
          any cause and  further  assumes  all risk for  damage to the  Premises
          resulting from any act or negligence of any employee,  agent,  visitor
          or licensee of Tenant.

     (b)  Nothing  contained  in this  Section  15.7 or  elsewhere in this Lease
          shall be deemed or construed to relieve Landlord of  responsibility or
          liability for the  negligence or willful  misconduct of Landlord,  its
          agents or employees.

15.8.Tenant  acknowledges  that  it is  aware  that  the  Center  is in an  area
     designated as a "flood hazard area" by the  Department of Housing and Urban
     Development.   Tenant may, but is not  required to,  obtain and maintain at
     Tenant's  cost  National  Flood  Insurance  business and personal  property
     coverage,   available  from  private  insurance  companies  to  tenants  in
     nonresidential buildings located in flood hazard areas.  Such insurance may

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<PAGE>

     be required if Tenant obtains  financing in connection with its business in
     the Premises from federally supervised, regulated or insured lenders.  When
     seeking  information on such insurance,  Tenant should inform its insurance
     broker that (a) the Center is located in a designated  "flood hazard area,"
     (b) the Premises were  constructed  after 1974 in full  compliance with the
     City of Costa Mesa's  finish  grading plans and  "flood-proofing"  criteria
     adopted to reduce damage from flooding buildings and their contents and (c)
     the actual finish floor  elevation of the Premises is higher than the water
     surface  elevation on the City of Costa Mesa flood plain maps  covering the
     Center.   Flood  insurance  maintained  by  Landlord  with  respect  to the
     Premises,  if any,  shall  not  cover  improvements  made by  Tenant or any
     property placed by Tenant in the Premises.

15.9.Tenant  shall give prompt  notice to Landlord in case of fire or  accidents
     in  the  Premises  or in the  Building  and of  defects  therein  or in the
     fixtures or equipment therein.

15.10. Notwithstanding anything in this Lease to the contrary,  Tenant shall not
     be required to maintain any  insurance  coverages  redundant  with coverage
     carried by  Landlord  and the cost of which is passed  through to Tenant as
     additional rent hereunder.

Article 16.    TRANSFER OF LANDLORD'S INTEREST

Upon any transfer or transfers of  Landlord's  interest in the  Premises,  other
than  a  transfer  for  security   purposes  only,   the  transferor   shall  be
automatically relieved of all obligations on the part of Landlord accruing after
the date of such transfer,  including the obligation of Landlord under Article 5
to return the security  deposit as provided  therein,  provided such obligations
are  assumed in writing by the  transferee.  No holder of a mortgage  or deed of
trust to which  this Lease is or may be  subordinate,  and no  landlord  under a
so-called sale  leaseback,  shall be responsible in connection with the security
deposited,  or in  connection  with any other  funds  paid by Tenant  hereunder,
unless  such  mortgagee,  holder of a deed of trust or landlord  shall  actually
receive  such  funds.  The  covenants  contained  in this  Lease  on the part of
Landlord shall, subject to the foregoing, be binding on Landlord, its successors
and assigns, only during and in respect of their respective periods of ownership
of the landlord's interest in this Lease.

Article 17.    DAMAGE OR DESTRUCTION

17.1.If (a) any Building is damaged or destroyed  to at least  thirty-three  and
     one-third percent (33-1/3%) of its replacement cost, or (b) any Building is
     partially damaged or destroyed during the last three (3) years of the term,
     or (c) any  Building is damaged and such damage is caused by a casualty not
     required  to be insured by  Landlord  pursuant  to the terms of this Lease,
     then,  in any such event,  Landlord may elect to terminate  this Lease with
     respect to such  Building  effective as of the  occurrence of the damage or
     destruction,   by  written   notice   within  sixty  (60)  days  after  the
     occurrence.   A total  destruction  of the Building  shall  terminate  this
     Lease.

17.2.Upon a partial  destruction  which does not result in a termination of this
     Lease with respect to a Building  pursuant to Section 17.1,  Landlord shall
     repair the same to the extent of  available  insurance  proceeds,  provided
     such repairs can be made,  in  Landlord's  opinion,  within ten (10) months
     after  notice to Landlord of the  occurrence  of such  damage,  without the
     payment  of  overtime  or  other  premiums,  in  conformity  with  all then
     applicable laws and  regulations,  and such partial  destruction  shall not
     void this Lease.  If such repairs cannot,  in Landlord's  opinion,  be made

                                       19
<PAGE>

     within such ten (10) month period or if available  insurance proceeds shall
     be  insufficient  to cover the cost of the  repairs,  Landlord may elect to
     make such repairs  within a  reasonable  time and pay any cost in excess of
     available  insurance  proceeds with this Lease continuing in effect,  or to
     not make such  repairs.   Landlord's  election to make such repairs must be
     evidenced  by  written  notice to Tenant  within  sixty (60) days after the
     occurrence  of the  damage.  In the event that a Building is rendered  more
     than ten percent  (10%)  unusable by partial  destruction  that cannot,  in
     Landlord's  estimate,  be repaired within such ten (10) month period,  this
     Lease may be  terminated  with respect to such  Building by either party by
     written  notice to the  other  given  within  fifteen  (15) days  after the
     expiration of the period for Landlord's election,  with such termination be
     effected as of the date of the occurrence of the damage.  During any repair
     by  Landlord  pursuant  to this  Section,  Tenant  shall be  entitled  to a
     proportionate  reduction  of rent while such  repairs are being made,  such
     proportionate  reduction to be based upon the extent to which the Premises,
     or part thereof, may be untenantable.

17.3.No  damages,  compensation  or  claim  shall be  payable  by  Landlord  for
     inconvenience,  loss of business or  annoyance  arising  from any repair or
     restoration of the Premises.  Landlord shall use its best efforts to effect
     such repairs or restoration promptly and in such manner as not unreasonably
     to  interfere  with  Tenant's  use  and  occupancy.   All  proceeds  of the
     insurance  maintained  pursuant to Sections 15.2 and 15.4 upon the Premises
     (but not  Tenant's  personal  property  therein)  shall be the  property of
     Landlord,  whether or not  Landlord is  obligated  to or elects to make any
     repairs hereunder.  The restoration obligations of Landlord hereunder shall
     not include  repair,  restoration or  replacement of Tenant's  equipment or
     personal property or of any improvements installed by Tenant.

17.4.Tenant waives the  provisions of Section 1932,  subdivision  2, and Section
     1933,  subdivision  4, of the  California  Civil  Code  and all  comparable
     statutes or rules of law now or  hereafter  in effect  with  respect to any
     partial  destruction  which Landlord must or may elect to repair under this
     Article.  The provisions of this Article  constitute an agreed  alternative
     method of dealing  with damage or  destruction  of the  Premises and are in
     lieu of the  less  comprehensive  provisions  contained  in such  statutory
     sections.

Article 18.    EMINENT DOMAIN

18.1.If any Premises or greater than  twenty-five  percent (25%) of the Rentable
     Area of such  Premises or  twenty-five  percent  (25%) of the parking  area
     generally  serving such Premises as  reasonably  determined by Landlord and
     Tenant  shall be taken  under  power of eminent  domain,  this Lease  shall
     terminate as to such Premises as of the date of such condemnation, or as of
     the date  possession  is taken by the  condemning  authority,  whichever is
     earlier.  No award for any taking shall be  apportioned,  and Tenant hereby
     assigns to Landlord any award made in such taking or condemnation  together
     with all rights of Tenant in or to the same or any part thereof.   However,
     nothing  contained  herein  shall give  Landlord any interest in or require
     Tenant to assign to  Landlord  any award  made to Tenant  for the taking of
     personal  property and  fixtures of Tenant  and/or for  interruption  of or
     damage to Tenant's business, provided that such award does not diminish the
     award to Landlord.

18.2.If less than  twenty-five  percent (25%) of the Rentable Area of a Premises
     is so  taken,  rent  shall  be  abated  in  proportion  to the part of such
     Premises so taken,  effective  the date on which the  condemning  authority
     requires  possession.   Landlord shall restore the portion of such Premises

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     remaining usable to as near its former condition as reasonably possible and
     this  Lease  shall  continue  in  effect.  In no event  shall  there be any
     abatement of rent in the event of a taking of less than twenty-five percent
     (25%) of the  parking  generally  serving a  Premises,  unless  Landlord is
     unable to replace  such  taken  parking  within the Center or within  other
     property in  reasonable  proximity to the Center,  in which event  Tenant's
     monthly  basic rent  payable  hereunder  shall abate in  proportion  to the
     number of stalls  taken which are not so replaced  and the total  number of
     Allocated Parking Spaces to which Tenant is entitled pursuant to this Lease
     as of the date of such taking.

18.3.Notwithstanding  anything to the  contrary in the  foregoing,  no temporary
     taking of a Premises,  or any part  thereof,  any parking  relating to such
     Premises  and/or of Tenant's  rights therein shall  terminate this Lease or
     give  Tenant  any right to any  abatement  of rent;  any award to Tenant by
     reason of such temporary taking shall belong entirely to Tenant.

18.4.A sale by Landlord  to any  authority  having the power of eminent  domain,
     either under threat of condemnation or while  condemnation  proceedings are
     pending,  shall be deemed a taking by eminent domain for all purposes under
     this Article.

Article 19.    DEFAULTS

     Each of the following shall constitute a default hereunder by Tenant:

     (a)  [Intentionally Deleted].

     (b)  Failure by Tenant to make any  payment  required  to be made by Tenant
          hereunder, as and when due.  Landlord shall give Tenant five (5) days'
          written  notice  of such  default;  provided,  however,  that any such
          notice  shall  be in lieu  of,  and not in  addition  to,  any  notice
          required under Section 1161, et. seq., of the California Code of Civil
          Procedure, as amended.

     (c)  Use  by  Tenant  and/or  Tenant's  agents,  employees,  customers  and
          invitees of parking spaces in the Common  Facilities in excess of that
          number of Allocated  Parking Spaces set forth in the applicable  Basic
          Lease Provision, where such use continues for an aggregate of ten (10)
          days after written notice  thereof from Landlord to Tenant;  provided,
          however, that any such notice shall be in lieu of, and not in addition
          to, any notice required under Section 1161, et seq., of the California
          Code of Civil  Procedure,  as amended.  Use of a parking space for any
          portion  of a day shall be deemed  use of the space for a full day for
          purposes of this subsection (c).

     (d)  Failure  by Tenant to  observe  or  perform  any  express  or  implied
          covenant or  provision  of this Lease to be observed or  performed  by
          Tenant,  other than as specified in (a), (b) or (c) above,  where such
          failure  continues  for an aggregate of twenty (20) days after written
          notice thereof from Landlord to Tenant;  provided,  however,  that any
          such notice  shall be in lieu of, and not in  addition  to, any notice
          required under Section 1161, et seq., of the California  Code of Civil
          Procedure, as amended;  provided,  further, that if the nature of such
          failure  is such  that  more  than  twenty  (20)  days are  reasonably
          required  for its cure,  then Tenant shall not be in default if Tenant
          commences such cure within said twenty (20) day period, and thereafter
          diligently prosecutes such cure to completion.

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<PAGE>

     (e)  (i) The making by Tenant of any general  assignment for the benefit of
          creditors;  (ii) the filing by or against Tenant of a petition to have
          Tenant adjudged a "debtor" under 11 U.S.C.  Sec. 101 or a petition for
          reorganization  or  arrangement  under any law relating to  bankruptcy
          (unless,  in the case of a petition filed against Tenant,  the same is
          dismissed within thirty (30) days); (iii) the appointment of a trustee
          or receiver to take possession of substantially all of Tenant's assets
          located at the Premises or of Tenant's  interest in this Lease,  where
          possession is not restored to Tenant within thirty (30) days; (iv) the
          attachment,  execution or other judicial seizure of substantially  all
          of Tenant's assets located at the Premises or of Tenant's  interest in
          this Lease,  where such seizure is not  discharged  within thirty (30)
          days; or  (v) Tenant's  convening of a meeting of its creditors or any
          class  thereof  for the  purpose of  effecting  a  moratorium  upon or
          composition of its debts.

Article 20.    REMEDIES

20.1.Upon any default by Tenant,  Landlord,  in  addition to any other  remedies
     available to Landlord, may exercise the following remedies:

     (a)  Terminate  Tenant's  right to possession of the Premises by any lawful
          means,  in which  case this Lease  shall  terminate  and Tenant  shall
          immediately surrender possession of the Premises to Landlord.  In such
          event Landlord shall be entitled to recover from Tenant:

          (i)  All damages  permitted by California  Civil Code Sec.  1951.2(a),
               including  the worth at the time of award of the  amount by which
               the unpaid rent and  additional  rent for the balance of the term
               after  the time of award  exceeds  the  amount  of such loss that
               Tenant  proves  could  be  reasonably  avoided  and  the  cost of
               recovering  possession  of the  Premises,  expenses of reletting,
               including  necessary  repair,  renovation  and  alteration of the
               Premises, brokers' fees incurred, reasonable attorneys' fees, and
               any other reasonable costs; and

          (ii) At Landlord's election, such other sums in addition to or in lieu
               of the  foregoing  as may be  permitted  from  time  to  time  by
               applicable  law.  As used herein "rent" includes the basic annual
               rent and all other sums required to be paid by Tenant pursuant to
               this  Lease.  The "worth at the time of award" of the amounts due
               prior to the date of award shall be computed by allowing interest
               at the rate per annum determined  pursuant to Article 34 from the
               date such amounts  accrued to Landlord.  The worth at the time of
               award of amounts due after the date of award shall be computed by
               discounting  such amounts at one (1)  percentage  point above the
               discount rate of the Federal Reserve Bank of San Francisco at the
               time of award.

     (b)  Without  terminating  or  effecting  a  forfeiture  of this  Lease  or
          otherwise relieving Tenant of any obligation  hereunder in the absence
          of express  written notice of Landlord's  election to do so,  Landlord
          may enter and relet the Premises or any portion thereof at any time or
          from time to time and for such term(s) and upon such  condition(s) and
          at such rental as Landlord deems proper.   Whether or not the Premises
          are relet, Tenant shall pay to Landlord all amounts required hereunder
          up to the date that Landlord  terminates Tenant's right to possession,
          and thereafter Tenant shall pay to Landlord, until the end of the term
          hereof, all rent and additional rent required  hereunder.  Payments by
          Tenant shall be due at the times provided in this Lease,  and Landlord
          need not wait until the  termination  of this Lease to recover them in
          any manner.   Reletting of the Premises or any portion  thereof  shall
          not relieve Tenant of any obligation  hereunder.  Proceeds received by
          Landlord  from  such  reletting  shall  be  applied:   first,  to  any

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<PAGE>

          indebtedness  other  than rent due from  Tenant;  second,  to costs of
          reletting;  third,  to the cost of any  alterations and repairs to the
          Premises;  fourth, to rent due and unpaid hereunder. Any residue shall
          be held by Landlord  and applied in payment of future rent as the same
          becomes due hereunder.   Should that portion of the proceeds  received
          by Landlord  from  reletting  applied to payment of rent  hereunder be
          less than the rent  payable  by Tenant  hereunder  during  any  month,
          Tenant shall pay such deficiency to Landlord  immediately upon demand.
          Landlord  may execute  any lease  hereunder  in its own name,  and the
          lessee  thereunder  shall have no obligation to see to  application by
          Landlord of proceeds  received by Landlord,  nor shall Tenant have any
          right to collect such proceeds.  Landlord shall not by any re-entry or
          other act be deemed to accept any  surrender by Tenant of the Premises
          or be deemed  to  terminate  this  Lease or to  relieve  Tenant of any
          obligation  hereunder,  unless  Landlord gives Tenant express  written
          notice of Landlord's election to do so.

     (c)  Landlord  may, at any time,  terminate  this Lease by express  written
          notice to Tenant of its  election  to do so.  Such  termination  shall
          terminate Tenant's right to possession but shall not relieve Tenant of
          any  obligation  hereunder  accrued prior to the date of  termination.
          Upon such  termination,  Landlord  may recover from Tenant the amounts
          determined pursuant to subsection (a) above.

20.2.In any action for unlawful  detainer,  the  reasonable  rental value of the
     Premises  for the  period of the  unlawful  detainer  shall be the rent and
     additional rent reserved in this Lease for such period,  unless Landlord or
     Tenant proves to the contrary by competent evidence.

20.3.The rights and remedies  reserved to Landlord  herein,  including those not
     specifically  described,  shall be  cumulative,  and,  except as  otherwise
     provided by California  statutory  law in effect at the time,  Landlord may
     pursue  any or all or  such  rights  and  remedies,  at the  same  time  or
     otherwise.

20.4.No delay or omission of Landlord to exercise  any right or remedy  shall be
     a waiver of such right or remedy or of any  default  by  Tenant  hereunder.
     Acceptance by Landlord of rent or additional  rent hereunder shall not be a
     waiver of any preceding breach or default by Tenant, other than the failure
     of  Tenant  to  pay  the  particular  rent  or  additional  rent  accepted,
     regardless of Landlord's  knowledge of such preceding  breach or default at
     the time of  acceptance,  or a waiver of  Landlord's  right to exercise any
     remedy  available  to  Landlord  by  virtue  of  such  breach  or  default.
     Acceptance  of any  payment  from a debtor  in  possession,  a  trustee,  a
     receiver or any other person acting on behalf of Tenant or Tenant's  estate
     shall not waive or cure a default under Article 19(d).

Article 21.    DEFAULT BY LANDLORD

Landlord shall not be in default in performance of any obligation required of it
hereunder  unless  and until it has  failed to perform  such  obligation  within
thirty (30) days after written notice by Tenant to Landlord  specifying  wherein
Landlord  has  failed  to  perform;  provided,  however,  that if the  nature of
Landlord's  obligation  is such that more than thirty (30) days are required for
its performance  then Landlord shall not be in default if it shall commence such
performance  within  such  thirty  (30) day  period  and  thereafter  diligently
prosecute the same to completion.

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<PAGE>

Article 22.    SURRENDER OF PREMISES; REMOVAL OF PROPERTY

22.1.Upon  expiration  of the term or any  earlier  termination  of this  Lease,
     Tenant  shall   surrender   possession  of  the  Premises  to  Landlord  in
     first-class condition, at Tenant's sole cost and expense, repairs which are
     Landlord's obligation excepted and ordinary wear and tear to wall covering,
     carpeting  and  other  floor  covering   excepted.   Without  limiting  the
     generality of the foregoing, upon expiration or earlier termination of this
     Lease,  Tenant  shall cause the ceiling and walls in the  Premises to be in
     first-class  condition and the wall covering,  carpeting and floor covering
     in the  Premises  to be in  first-class  condition  ordinary  wear and tear
     excepted.  Tenant shall also, without expense to Landlord,  remove from the
     Premises all debris,  all  furniture,  equipment,  machinery,  business and
     trade  fixtures,  moveable  partitioning  and other  articles  of  personal
     property  owned or  installed  by Tenant  at its  expense  in the  Premises
     (exclusive of any items described in Section 22.3) and all similar articles
     of any persons  claiming under Tenant unless Landlord  exercises its option
     to have any subleases or  subtenancies  assigned to it. Tenant shall repair
     all damages to the Premises  resulting  from such removal.  If requested by
     Landlord, Tenant shall execute,  acknowledge and deliver to Landlord one or
     more  instruments  releasing to Landlord  all right,  title and interest of
     Tenant in and to the Premises.

22.2.Whenever  Landlord  shall  re-enter the Premises as provided in Article 20,
     or as otherwise  provided in this Lease, any property of Tenant not removed
     by Tenant upon the  expiration of the term (or within five (5) days after a
     termination by reason of Tenant's  default)  shall be considered  abandoned
     and Landlord may remove any or all of such items and dispose of the same as
     provided  in  California  Civil  Code  Sec.  1980 et seq.  or as  otherwise
     provided by law.  Tenant waives all claims for damages caused by Landlord's
     re-entering  and taking  possession of the Premises or removing and storing
     the  property  of Tenant as  provided  herein,  and no such entry  shall be
     considered a forcible entry.

22.3.All  fixtures,  equipment,  alterations  or additions  attached to or built
     into the Premises prior to or during the term (other than those items to be
     removed by Tenant pursuant to Section 22.1) shall be and remain part of the
     Premises  and shall not be removed by Tenant at the end of the term  unless
     otherwise  expressly  provided  for in this Lease or unless such removal is
     required by Landlord  pursuant  to Article  9.  Such  fixtures,  equipment,
     alterations  and  additions  shall include but not be limited to: all floor
     coverings,  drapes,  "Ultrawall"  and other  permanent walls or partitions,
     paneling,  molding,  doors,  built-in cabinets,  vaults,  plumbing systems,
     lighting systems, silencing equipment, electrical transformers installed by
     Landlord,  wiring for communication systems,  wiring for alarm systems, all
     outlets for the systems  mentioned above and for all telephone,  radio, and
     telegraph purposes, and any special flooring or ceiling  installations.  In
     no event,  however,  shall Tenant be prohibited from removing alarm systems
     or communication systems, except for the wiring and outlets therefor.

Article 23.    COSTS OF SUIT

23.1.If either party incurs any expense,  including reasonable  attorneys' fees,
     in connection with any action or proceeding (including arbitration pursuant
     to  Addendum  Section 48.21)  instituted  by either  party by reason of any
     alleged  default of the other party  hereunder or for a declaration  of the
     rights and obligations of the parties hereunder, or if Landlord incurs such
     expense in connection with collecting any amount due hereunder or enforcing
     any obligation of Tenant hereunder, the party prevailing, in the case of an

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<PAGE>

     action  or  proceeding,  and  Landlord  in the case of such  collection  or
     enforcement, shall be entitled to recover such reasonable expenses from the
     other party.  For purposes of this  provision,  in any action or proceeding
     instituted by either party based upon any default or alleged default by the
     other  party   hereunder,   (a) Landlord   shall  be  prevailing  party  if
     (i) judgment  is entered in favor of  Landlord  or  (ii) prior  to judgment
     Tenant shall pay or agree to pay all or any portion of the rent and charges
     claimed by  Landlord,  eliminate  the  condition  (s),  cease the act(s) or
     otherwise cure the omission(s)  claimed by Landlord to constitute a default
     by  Tenant  hereunder  and  (b) Tenant  shall  be the  prevailing  party if
     (i) judgment  is  entered  in favor of Tenant  or  (ii) prior  to  judgment
     Landlord shall  eliminate the  condition(s),  cease the act(s) or otherwise
     cure the omission(s)  claimed by Tenant to constitute a default by Landlord
     hereunder.

23.2.Should  either party  ("First  Party ") without  fault on the part of First
     Party,  be made a party to any  litigation  instituted  by the other  party
     ("Second  Party")  or by any  third  party  against  Second  Party or by or
     against any person  holding under or using the Premises  under license from
     Second  Party,  or for the  foreclosure  of any lien for labor or  material
     furnished to or for Second Party or any such other person or arising out of
     any act or transaction of Second Party or of any such other person,  Second
     Party shall save and hold First Party  harmless from any judgment  rendered
     against First Party or the Premises, and all costs and expenses,  including
     reasonable  attorney's  fees,  incurred by First Party in or in  connection
     with such litigation.

Article 24.    WAIVER

Waiver by Landlord or Tenant of any breach of any provision  hereof shall not be
a waiver of such provision as to any subsequent  breach of the same or any other
provision hereof.  Consent to or approval of any act by one of the parties shall
not render  unnecessary  the obtaining of such party's consent to or approval of
any  subsequent  act.  No act or thing done by  Landlord  or  Landlord's  agents
during the term of this Lease shall be deemed an  acceptance  of a surrender  of
the Premises,  and no agreement to accept such a surrender shall be valid unless
in writing and signed by  Landlord.   No  employee of Landlord or of  Landlord's
agents  shall  have any power to accept  the keys to the  Premises  prior to the
expiration of this Lease,  and delivery of the keys to any such  employee  shall
not operate as a termination of this Lease or a surrender of the Premises.

Article 25.    HOLDING OVER                         (See Addendum Section 48.10)

This Lease shall terminate  without further notice upon  expiration of the term.
Any holding over by Tenant after such expiration  shall not constitute a renewal
or  give  Tenant  any  rights  hereunder  or in or to the  Premises,  except  as
otherwise  herein  provided.   This Lease cannot be extended except by a writing
signed by both  parties.   If Tenant  holds over after  expiration  of the term,
Landlord may, at its option, exercised by written notice to Tenant, treat Tenant
as a tenant  from  month-to-month  commencing  on the  first day  following  the
expiration  of this  Lease  and  subject  to the  terms  and  conditions  herein
contained  except  that the basic  monthly  rental,  which  shall be  payable in
advance,  shall be two hundred  percent  (200%) of the basic  monthly  rental in
effect  hereunder at the expiration  date.  All additional  rent provided herein
shall also be payable with  respect to such  month-to-month  tenancy.   Any such
month-to-month  tenancy shall be terminable at the end of any calendar  month by
either  party by written  notice to the other  given not less than ten (10) days
prior to the end of such month.  If Tenant fails to surrender  the Premises upon
expiration  of this Lease  despite  demand to do so by  Landlord,  Tenant  shall

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<PAGE>

indemnify  and hold  Landlord  harmless  from all loss or  liability,  including
without  limitation any claims made by any succeeding  lessee, or resulting from
such failure to surrender,  and Landlord shall be entitled to the benefit of all
provisions of law respecting  summary  recovery of possession to the same extent
as if statutory or other notice had been given,  without  requirement  of giving
such statutory or other notice.

Article 26.    SUBORDINATION                        (See Addendum Section 48.11)

At the option of Landlord, this Lease shall be either superior or subordinate to
all ground or underlying leases, any first mortgage or first deed of trust which
now or  hereafter  affects the  Premises,  and to all  renewals,  modifications,
consolidations, replacements and extensions thereof.  Tenant shall, upon written
request of Landlord,  execute and deliver such instruments as may be required to
subordinate  the rights of Tenant under this Lease to such ground or  underlying
leases or to the lien of any such first mortgage or first deed of trust,  or, if
requested by Landlord, to subordinate any ground or underlying lease or the lien
of  any  such   first   mortgage   or  first  deed  of  trust  to  this   Lease.
Notwithstanding  any  subordination,  so  long  as  Tenant  is  not  in  default
hereunder, this Lease shall not be terminated nor shall Tenant's quiet enjoyment
of the Premises be disturbed in the event of  termination  of any such ground or
underlying  lease or the foreclosure of any such first mortgage or first deed of
trust.  In the event of such  termination or foreclosure,  Tenant shall become a
tenant of and  attorn to the  successor-in-interest  to  Landlord  upon the same
terms and conditions  contained in this Lease,  and shall execute any instrument
reasonably required by such successor for such purpose.

If in connection  with any attempt by Landlord to obtain  financing to construct
the  Premises,  or permanent  financing  upon  completion of  construction,  the
prospective  lender shall request  modifications to this Lease as a condition to
such  financing,  Tenant  shall not  unreasonably  withhold or delay its consent
thereto,  provided that such  modifications  do not increase  Tenant's  monetary
obligations  hereunder or  materially  increase any other  obligation  of Tenant
hereunder or materially and adversely (x) decrease  Tenant's rights hereunder or
(y) affect the leasehold interest hereby created.

Article 27.    RULES AND REGULATIONS

The Rules and  Regulations  attached hereto as Exhibit "C" by this reference are
hereby  incorporated  herein and made a part hereof.   Tenant agrees to abide by
said Rules and Regulations and any reasonable and non-discriminatory  amendments
and/or  additions  thereto as may be adopted and published by written  notice to
tenants by Landlord. Landlord shall not be liable to Tenant for any violation of
such rules and  regulations by any other tenant.  Any amendment to the Rules and
Regulations  shall be  effective  upon  delivery  of a copy  thereof to  Tenant.
Tenant shall be responsible  for compliance  with such rules and  regulations by
its  employees,  agents  and  business  visitors.  In the event of any  conflict
between the Rules and Regulations and the terms of this Lease,  this Lease shall
control.

Article 28.   CERTAIN DEFINED TERMS                  (See Addendum Section 48.1)

"Landlord" and "Tenant"  include the plural as well as the singular.  Words used
in the  neuter  gender  include  the  masculine  and  feminine  and words in the
masculine  or feminine  gender  include  the  neuter.  If there be more than one
Tenant,  the  obligations  imposed  upon  Tenant  shall be  joint  and  several.

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<PAGE>

Headings  or titles to the  articles  of this Lease  shall  have no effect  upon
interpretation of any part hereof.

Article 29.   SUCCESSORS AND ASSIGNS

Subject  to  Article   14,   this  Lease   shall  bind  the  heirs,   executors,
administrators,   personal  representatives,   successors  and  assigns  of  all
parties.  Nothing contained herein,  however,  shall be construed to confer upon
any person  other than  Landlord  and Tenant any rights or  remedies  under this
Lease.

Article 30.   TIME OF ESSENCE

Time is of the essence with  respect to the  performance  of every  provision of
this Lease in which time of performance is a factor.

Article 31.   ENTIRE AGREEMENT

This  Lease and the  exhibits  hereto  cover in full all  agreements  whatsoever
between the parties hereto concerning the Premises, the Building and the Center,
and all  preliminary  negotiations  and agreements with respect to the Premises,
the  Building  and the Center,  except those  contained  herein or therein,  are
superseded  and of no further force or effect.  No person,  firm or  corporation
has had any authority from Landlord to make any  representations  or promises on
behalf of  Landlord,  and  Tenant  agrees  that if any such  representations  or
promises  have been made,  Tenant  waives all right to rely  thereon.  No verbal
agreement  or implied  covenant  (except for the covenant of good faith and fair
dealing)  shall be held to vary the  provisions  hereof,  any  statute,  law, or
custom to the  contrary  notwithstanding.   No  provision  of this  Lease may be
amended  or added to except by an  agreement  in writing  signed by the  parties
hereto or their  respective  successors  in  interest.  No  employee or agent of
Landlord  shall  have  authority,   by  letter,   memorandum  or  other  written
communication,  to amend, vary or delete any provision of this Lease unless such
written instrument bears the signature of two (2) managing members of Landlord.

Article 32.   WORK LETTER                           (See Addendum Section 48.12)

Landlord  shall cause the interior of the Premises to be completed in accordance
with the plans and  specifications  to be approved by both  parties and upon the
terms and conditions set forth in the Work Letter attached hereto as Exhibit "D"
and Tenant agrees to perform all of its obligations  therein at the times and in
the manner therein provided.

Article 33.   RIGHT OF LANDLORD TO PERFORM

All covenants  and  agreements to be performed by Tenant under the terms of this
Lease shall be performed at Tenant's sole cost and without any abatement of rent
(except as otherwise  provided  herein).  If Tenant shall fail to pay any sum of
money,  other than rent,  required to be paid by it  hereunder  or shall fail to
perform any other act on its part to be  performed  hereunder,  and such failure
shall  continue  beyond any  applicable  grace  period set forth in Article  19,
Landlord  may,  but shall not be  obligated  so to do, make any such  payment or
perform any such other act on Tenant's part.   Landlord's  election to make such
payment  or  perform  such act on  Tenant's  part  shall  not  give  rise to any
responsibility  of Landlord to continue  making the same or similar  payments or

                                       27
<PAGE>

performing  the same or  similar  acts.   All sums so paid by  Landlord  and all
necessary incidental costs, together with interest thereon at the rate per annum
determined  pursuant  to Article 34 from the date of such  payment by  Landlord,
shall be payable by Tenant to Landlord on demand as additional rent.

Article 34.   LATE CHARGE AND INTEREST ON TENANT'S OBLIGATIONS

Landlord  and  Tenant  acknowledge  that  failure by Tenant to pay  amounts  due
hereunder  when due shall cause  Landlord to incur costs not otherwise  provided
for herein. Accordingly, Tenant shall pay to Landlord a late charge equal to the
greater of 5% of the amount due and unpaid or $50.00 with respect to any payment
due from Tenant hereunder not paid within five (5) days after the date due.  Any
amount due from  Tenant to Landlord  hereunder  which is not paid when due shall
bear  interest  from the due date until paid,  at a rate equal to five points in
excess of the  discount  rate of the Federal  Reserve  Bank of San  Francisco to
member banks as in effect at the date such  obligation  is due.  Payment of such
late  charge and such  interest  shall not excuse or cure any  default by Tenant
under this Lease.

Article 35.   PAYMENTS AND NOTICES

All  amounts  payable by either  party  hereunder  to the other shall be paid in
lawful money of the United  States to the party  entitled to receive the same at
its address set forth in the applicable  Basic Lease  Provision or at such other
address  as a party  may  designate  by notice  to the  other  pursuant  to this
Article.   All amounts to be paid by Tenant shall be paid  without  deduction or
offset.   All notices  which  Landlord or Tenant may be required to serve on the
other may be served, as an alternative to personal service,  by mailing the same
by registered or certified mail,  postage prepaid and return receipt  requested,
addressed as set forth in the applicable  Basic Lease  Provision,  or, after the
Commencement  Date, to Tenant at the Premises whether or not Tenant has departed
from the Premises, or addressed to such other addresses as either party may from
time to time  designate to the other in writing.   Service of any written notice
hereunder shall be complete upon personal delivery or if deposited in the United
States properly addressed and postage prepaid, on the date of receipt or refusal
indicated  on the  return  receipt.   If more  than one  tenant is named in this
Lease,  service of any notice upon any one of said tenants shall be service upon
all tenants.  Notices may also be sent by reputable  overnight courier and shall
be effective on the date indicated on such courier's delivery receipt.

Article 36.   ESTOPPEL CERTIFICATES

36.1.Tenant  agrees,  from  time to time upon not less than  twenty  (20)  days'
     prior notice by Landlord, to execute, acknowledge and deliver to Landlord a
     statement in writing  certifying  that this Lease is unmodified and in full
     force and effect (or if there have been modifications,  certifying that the
     same  is  in  full  force  and  effect  as   modified   and   stating   the
     modifications),  the dates to which the basic rent and additional rent have
     been paid in advance, if any, stating whether or not Landlord is in default
     in performance of any covenant or agreement contained in this Lease and, if
     so,  specifying each such default of which the signer has knowledge and the
     accuracy  of any other  statements  as to Tenant or this Lease  included in
     such statement or certificate.  Any such statement  delivered may be relied
     upon by any prospective purchaser of Landlord's interest in the Premises or
     any  mortgagee  thereof or any assignee of any  mortgagee  upon  Landlord's
     interest in the Premises.

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<PAGE>

36.2.Tenant's  failure  to  deliver  such  statement  within  such time shall be
     conclusive  upon  Tenant  that (a) this Lease is in full force and  effect,
     without  modification  except as may be represented by Landlord,  (b) there
     are no uncured  defaults in Landlord's  performance,  (c) not more than one
     month's  rental  has been  paid in  advance  and (d) the  other  statements
     therein as to Tenant or this Lease are accurate.

Article 37.   CENTER NAME AND ADDRESS

Landlord may adopt any name it may select for the Center,  and Landlord reserves
the right at any time and from time to time to change the name and/or address of
the Center  and/or the  Building.   Tenant may use the name of the Center and/or
Building as its  advertised  business  address for its business in the Premises,
but shall not use any such name for any other purpose.  Tenant shall not acquire
any  property  right in or to any such  name or to any  word  combination  which
contains all or a part of such name as the result of such permitted use.  Tenant
shall not use the name of the Center and/or the  Building,  or any part thereof,
at any other  location  (other than in an  advertisement  which  lists  Tenant's
business  conducted at the Premises) or after the  termination  or expiration of
this Lease.

Article 38.   BROKERS                               (See Addendum Section 48.13)

Landlord shall be  responsible  for a broker's  commission to the broker(s),  if
any,  identified in the applicable Basic Lease  Provision,  payable only at such
time,  in such amount and upon such terms as Landlord  and such broker may agree
in writing.   Except as to such broker's  commission,  each party represents and
warrants to the other that no broker's fee,  finder's fee or other  compensation
of any kind is due to any person or entity in connection  with this Lease.  Each
party shall defend,  indemnify and hold the other  harmless from and against all
claims,  causes of action and proceedings,  and against all  liabilities,  costs
(including attorneys' fees and costs of defense),  expenses and damages incurred
or awarded  therein,  which may be  instituted  by any broker,  agent or finder,
claiming through, under or by reason of the conduct of the indemnifying party in
connection with this Lease.

Article 39.   NON-DISCLOSURE OF LEASE TERMS

The terms of this Lease are confidential and constitute proprietary  information
of Landlord and Tenant.   Disclosure of the terms hereof could adversely  affect
the ability of Landlord to  negotiate  other  leases with respect to the Center,
and impair Landlord's  relationship with other Center tenants.  Each of Landlord
and Tenant agree that they, and their respective partners, officers,  directors,
employees and attorneys  shall not disclose the terms of this Lease to any other
person  except  as  required  by law  or  the  operations  of  their  respective
businesses  (such as to their  lenders and  accountants).   Damages  would be an
inadequate  remedy for the breach of this  provision by either  party,  and each
shall have the right to specific performance of this provision and to injunctive
relief to prevent its breach or continued breach.

Article 40.   TENANT'S AUTHORITY

Each  individual  executing this Lease on behalf of Tenant  represents  that the
execution and delivery of this Lease on behalf of Tenant is duly authorized,  in
accordance  with (if Tenant is a corporation)  a duly adopted  resolution of its
Board of Directors or its By-laws, and that this Lease is binding upon Tenant in
accordance with its terms.   Further,  each  individual  executing this Lease on

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<PAGE>

behalf of Landlord  represents  that the execution and delivery of this Lease on
behalf of Landlord  is duly  authorized  in  accordance  with its terms.  Tenant
shall,  if Tenant is a  corporation,  at  execution  of this  Lease  deliver  to
Landlord a certified copy of a resolution of its Board of Directors or Executive
Committee authorizing or ratifying such execution.

Article 41.    NO OFFER; APPROVAL BY LENDER

41.1.Neither the  submission  of this Lease to Tenant,  nor execution and return
     to  Landlord,  shall  create any interest of Tenant in the Premises or bind
     Landlord until Landlord executes and delivers this Lease to Tenant.

41.2.The  effectiveness  of this Lease is subject to the review and  approval of
     its terms and  provisions  by  Landlord's  lender,  Teachers  Insurance and
     Annuity Association. If Teachers Insurance and Annuity Association does not
     approve this Lease,  then this Lease shall be null and void and the parties
     shall have no further  obligations  hereunder.  Promptly following the last
     execution and delivery of this Lease, Landlord shall deliver a copy of this
     Lease to the foregoing named lender with a request that such lender approve
     this Lease. Thereafter,  Landlord shall use commercially reasonable efforts
     to obtain  the  approval  of such  lender to this  Lease in  written  form.
     Promptly upon  obtaining such written  approval of such lender,  if at all,
     Landlord shall furnish a copy of the same to Tenant.  If Landlord is unable
     to obtain the written approval of such lender within thirty (30) days after
     the  execution  and delivery of this Lease,  then  Tenant,  as its sole and
     exclusive  remedy,  shall have the right to terminate this Lease by written
     notice to Landlord  given at any time  thereafter  and prior to  Landlord's
     delivery to Tenant of such approval.

Article 42.    INABILITY TO PERFORM

This Lease and the  obligations of either party hereunder shall not be effected,
impaired or excused  because the other party is unable to fulfill any obligation
hereunder  or is  delayed  in  doing  so by  reason  of any  cause  of  delay in
construction of or damage to the Premises other than by reason of a cause beyond
the reasonable control of such other party, including,  but not limited to, war,
earthquake,  fire,  strike,  accident,  civil  commotion,  epidemic  or  act  of
government,   its  agencies,  or  officers  (collectively,   matters  of  "force
majeure").  Nothing  contained  in this Lease shall be  construed  as  abridging
either party's right to obtain specific performance of any covenant of the other
party contained herein.

Article 43.    COMMON FACILITIES                    (See Addendum Section 48.14)

43.1.Except as otherwise specifically provided herein,  Landlord shall cause all
     "Common  Facilities" to be  constructed,  operated,  maintained,  repaired,
     lighted,  cleaned  and  equipped  during  the  term of this  Lease  in good
     condition and repair.  "Common  Facilities"  shall mean all portions of the
     Center  other than  (i) the  Buildings  and  Premises  and  (ii) any  other
     buildings or other portions of the Center  designated for the exclusive use
     of a tenant or other occupant of the Center.

43.2.Landlord may make changes from time to time in the size,  shape,  location,
     and extent of the Common  Facilities,  which in Landlord's  sole discretion
     are desirable  (including,  but not limited to, the addition,  elimination,
     location, or relocation of surface,  underground,  or multiple-deck parking
     areas, driveways,  entrances,  exits, landscaped,  or prohibited areas, and
     the  determination of direction and flow of traffic).  No such change shall

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<PAGE>

     entitle Tenant to any abatement of rent except as provided below; provided,
     however,  that  Landlord  shall  make no  changes  in a  manner  that  will
     unreasonably  interfere  with  Tenant's  use of the  Premises as  permitted
     hereunder. Except as expressly provided in this Section, Landlord shall not
     be  obligated  to  design,  construct,   install,  or  pay  for  any  other
     improvements or assessments of any type or extent whatsoever.  In the event
     of Landlord's failure or inability to design,  construct,  and install such
     improvements  in a timely  manner,  Tenant's  exclusive  remedy shall be to
     abate payment of rent for a period of time  commencing on the date by which
     Allocated  Parking Spaces are required to be completed and continuing until
     that date on which the same are finally completed, but only if Tenant gives
     Landlord  timely written notice setting forth the facts  reasonably  giving
     rise to such rent abatement.

43.3.Use by Tenant of the Premises  shall include the  non-exclusive  use of the
     Common Facilities in common with Landlord and with all others for whose use
     the same have been or hereafter may be provided by Landlord.  Landlord may,
     with  reasonable  prior notice,  temporarily  close any Common Facility for
     repairs or  alterations,  to prevent a public  dedication,  with reasonable
     prior notice, thereof or the accrual of prescriptive rights therein, or for
     any other  reason  deemed  sufficient  by  Landlord.  Landlord  shall  have
     exclusive control of all Common Facilities and may at any time restrain any
     use thereof  except as authorized by rules and  regulations  for the use of
     such areas  established  or amended by Landlord  from time to time.  Tenant
     shall keep all Common Facilities free and clear of any obstructions created
     or permitted by or resulting from Tenant's  operations.   If in the opinion
     of Landlord unauthorized persons are improperly using any Common Facilities
     by  reason of the  presence  of Tenant in the  Center,  then  Tenant,  upon
     demand,  shall restrain such persons from such  unauthorized  use by taking
     all appropriate actions.  Nothing herein shall affect the right of Landlord
     to  remove  any  unauthorized  person  from the  Common  Facilities  nor to
     prohibit the use of any Common Facilities by unauthorized persons.

43.4. Tenant understands that Landlord, in its sole discretion, may:

     (a)  Sell or otherwise  transfer its interest in the Center, or any portion
          thereof,  including  without  limitation,  the Premises and the Common
          Facilities,  to any entity  which will assume  Landlord's  obligations
          regarding the same under this Lease; or

     (b)  Form an association  ("Association") to which Tenant and/or subsequent
          lessees or  purchasers  must  belong and assign the Common  Facilities
          maintenance,  operation,  management, repair, replacement and cleaning
          (collectively  "Maintenance")  obligations  under  this  Lease to such
          Association.  Any such  Association  shall  have the power to  enforce
          Common Facilities  Maintenance  charges through liens against Tenant's
          leasehold interest in the Premises, which liens may be foreclosed upon
          pursuant to the terms of the Declaration.

43.5.Tenant  acknowledges  that the  Center is subject  to the  provisions  of a
     certain  Declaration  as to  Easements,  Restrictions  and Common  Facility
     Provisions for Harbor Gateway Center dated July 31, 1981, executed by C. J.
     Segerstrom & Sons, a partnership,  and recorded in the Office of the County
     Recorder of Orange County,  California (the "Declaration").  This Lease and
     the  rights  and  obligations  of the  parties  with  respect to the Common
     Facilities are subject to the provisions of the Declaration.

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<PAGE>

Article 44.    PARKING FACILITIES                   (See Addendum Section 48.15)

44.1.Landlord has  constructed  or shall  construct for the use by Tenant within
     the Common  Facilities that number of Allocated Parking Spaces set forth in
     the applicable  Basic Lease  Provision.  Such parking spaces may consist of
     surface  parking  area(s),  spaces in a parking  structure or other parking
     areas or any  combination  thereof.  In no event shall Tenant,  its agents,
     employees,  customers  and invitees  utilize in the aggregate at any time a
     number of parking spaces in the Common  Facilities in excess of that number
     of  Allocated  Parking  Spaces  set  forth in the  applicable  Basic  Lease
     Provision.  In addition to any other  remedies  granted to Landlord in this
     Lease or by law,  upon  default by Tenant  under the terms of this  Section
     44.1,  Landlord shall have the right to tow away any vehicles  belonging to
     Tenant or Tenant's agents, employees, customers or invitees as necessary to
     reduce the number of parking spaces used by Tenant and such persons to that
     number of Allocated  Parking Spaces set forth in the applicable Basic Lease
     Provision. Upon request from Landlord, Tenant shall furnish Landlord with a
     list of its employees'  vehicle license numbers and shall thereafter notify
     Landlord  of any change in such list within five (5) days after such change
     occurs.   Subject to the  provisions  of Section 44.6 and Article 45 below,
     the  Allocated  Parking  Spaces  shall be provided to Tenant free of charge
     during the term of this Lease.

44.2.As used in this Article,  the term "Parking Area" shall include all parking
     spaces in the Common  Facilities.  The Parking Area shall be used by Tenant
     in common with other  persons to whom Landlord may grant a right of use and
     Tenant shall not have any reserved spaces in the Parking Area.

44.3.All costs of  cleaning,  maintaining,  operating,  repairing,  holding  and
     making   available  the  Parking  Area  shall  be  included  within  Common
     Facilities Expenses,  as defined in Exhibit "B" and a portion thereof shall
     be included in Tenant's Share as provided in Exhibit "B".

44.4.Landlord  shall keep the  Parking  Area in a clean and  orderly  condition,
     properly  lighted and  landscaped,  and shall  repair any  damage  thereto.
     Nothing  herein shall create  liability  upon  Landlord for damage to motor
     vehicles of Tenant, its agents,  employees,  customers or invitees,  or for
     loss of  property  from within such motor  vehicles,  unless  caused by the
     negligence  of  Landlord,  its  agents  or  employees.  Landlord  may  also
     establish,  and from time to time  change,  alter and  amend,  and  enforce
     against all users of the Parking Area such reasonable rules and regulations
     (including  the  exclusion  of employee  parking  therefrom)  as are deemed
     necessary for the efficient operation and maintenance of the  Parking Area.

44.5.Landlord  shall at all times have  exclusive  control of the Parking  Area,
     and may at any time  exclude  and  restrain  any person  from use  thereof,
     excepting,  however, bona fide customers,  patrons and service-suppliers of
     Tenant  who use said area in  accordance  with any  rules  and  regulations
     established by Landlord from time to time with respect thereto.  The rights
     of Tenant referred to in this Article are subject to the rights of Landlord
     and the other  tenants of the Center to use the same in common with Tenant,
     and it shall be the duty of Tenant  to  permit  the use of any of said area
     only for normal  parking and  ingress and egress by its agents,  employees,
     customers,  patrons,  service-suppliers or other invitees.  Landlord may at
     any time  designate  specific  Parking  Areas for use by each  Building and
     restrict  parking  for  each  Building  to  its  respective  Parking  Area;
     provided,  however,  that the number of spaces designated for each Building
     shall not be less than the Allocated  Parking  Spaces for such Building (or
     the  Premises  which is part of such  Building)  as set  forth in  Addendum
     Section 48.14 below.

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<PAGE>

44.6.Landlord  shall have the right to  designate  portions of the Parking  Area
     for "Visitor Only" parking or "Reserved" for a particular person or entity,
     and Tenant  and its  employees  shall not park in  any area so  designated.
     Landlord  may  from  time  to  time  in its  sole  discretion  change  such
     designated areas upon reasonable  advance written notice to Tenant.  Tenant
     assumes  responsibility for compliance by its agents and employees with the
     parking provisions  contained herein.  If Tenant's agents or employees park
     in such designated  parking areas,  then Landlord may tow away any vehicles
     belonging  to Tenant or Tenant's  employees  parked in  violation  of these
     provisions,  and/or attach violation stickers or notices to  such vehicles.
     If Landlord  elects,  or is required by any  governmental  authority having
     jurisdiction,  to  limit or  control  parking  in the  Center,  whether  by
     validation  of  parking  stickers,  parking  meters or any other  method of
     assessment,  or to undertake any program for bus,  rapid  transit,  free or
     reduced  cost   transportation,   Tenant  agrees  to  participate  in  such
     validation,  assessment or  transportation  program  under such  reasonable
     rules and regulations as are from time to time established by Landlord, all
     upon reasonable advance written notice to Tenant;  provided,  however, that
     to the extent  such  limitation  or program is imposed at the  election  of
     Landlord,  Tenant's  Allocated  Parking  Spaces shall  remain  available to
     Tenant, its agents,  employees,  customers and invitees free of charge. Any
     net income  derived from paid parking shall first be applied by Landlord to
     reduce the costs and expenses  associated with the Common  Facilities.  Any
     such net income in excess of costs and expenses  associated with the Common
     Facilities  shall be the  property of  Landlord.  Notwithstanding  anything
     herein to the contrary,  Landlord  shall not designate  parking spaces (for
     Visitor Only, Reserved or otherwise) in such manner as to deprive Tenant of
     the amount of parking to which Tenant is entitled hereunder.

44.7.Landlord may  authorize  persons  other than  tenants of the Center,  their
     agents,  employees,  customers  and  invitees to utilize the Parking  Area;
     provided,  however,  that in no event shall the number of spaces  available
     for Tenant be less than that number of Allocated  Parking  Spaces set forth
     in the  Basic  Lease  Provisions.   The  terms  of such  usage  shall be as
     determined by Landlord in its sole  discretion and may include the right to
     use the Parking Area without charge.

44.8.In no event shall  Tenant,  its employees or agents use an electric cart or
     any other vehicle in the Center, other than automobiles,  without the prior
     written  consent of  Landlord  thereto,  which  consent  may be withheld by
     Landlord in its sole discretion.

Article 45.    TRAFFIC AND ENERGY MANAGEMENT

45.1.Landlord  and  Tenant  agree to  cooperate  and use their  best  efforts to
     participate in  governmentally  mandated and voluntary  traffic  management
     programs  generally   applicable  to  businesses  located  in  Costa  Mesa,
     California or to the Center and, initially, shall encourage and support van
     and car pooling by employees and shall encourage and support  staggered and
     flexible working hours for employees to the fullest extent permitted by the
     requirements  of Tenant's  business.  Neither this subsection nor any other
     provision of this Lease, however, is intended to or shall create any rights
     or benefits in any other person, firm, company,  governmental entity or the
     public.

45.2.Landlord  and  tenant  agree to  cooperate  and use their  best  efforts to
     comply with any and all guidelines or controls imposed upon either Landlord

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<PAGE>

     or Tenant by federal or state  governmental  organizations or by any energy
     conservation  association  to which Landlord is a party  concerning  energy
     management.

45.3.All costs,  fees,  assessments  and other  charges  paid by Landlord to any
     government  authority  or  voluntary  association  in  connection  with any
     program of the types described in this Article,  all costs and fees paid by
     Landlord to any  governmental  authority  or third party  pursuant to or to
     effect  such  program  and all costs  associated  with  administration  and
     management  of such program or compliance  therewith,  shall be included in
     Total  Operating  Expenses  for the  purposes of Article 4,  whether or not
     specifically listed in Exhibit "B".

Article 46.    SIGNS                                (See Addendum Section 48.16)

Tenant shall erect,  install and maintain only such signs as comply with and are
approved by Landlord (which approval shall not be unreasonably held) pursuant to
Landlord's  sign  program,  a copy of which is attached to this Lease as Exhibit
"E", and are approved by the City of Costa Mesa; provided,  however, that Tenant
shall  have the  right to place at least  one (1) sign on the  exterior  of each
Building so long as such sign complies with  Landlord's sign program as approved
by the City of Costa  Mesa.  Landlord  shall use its best  efforts  to cause the
Harbor  Gateway  Design  Review  Committee  to act  reasonably  with  respect to
approval of Tenant's signs.

Article 47.    MISCELLANEOUS

47.1.No payment by Tenant of a lesser  amount than the  aggregate  amount due at
     the date of such  payment  shall be other  than on  account  of the  oldest
     outstanding amount due, nor shall any endorsement or statement on any check
     or  any  letter   accompanying   any   payment  be  deemed  an  accord  and
     satisfaction.   Landlord  may accept  such  payment  without  prejudice  to
     Landlord's  right to recover  the  balance due from Tenant or to pursue any
     other remedy available to Landlord.

47.2.Each and every  indemnification  and hold harmless  provision  contained in
     this Lease shall  survive the  expiration  or earlier  termination  of this
     Lease to and until the last to occur of (a) the last date  permitted by law
     for  the   bringing  of  any  claim  or  action   with   respect  to  which
     indemnification  may be  claimed  under such  provision  or (b) the date on
     which any claim or action for which  indemnification  may be claimed  under
     such provision is fully and finally  resolved and, if  applicable,  paid in
     full. Payment shall not be a condition  precedent to indemnification  under
     any indemnification provision contained in this Lease.

47.3.This  Lease  may be  executed  in two or more  counterparts,  each of which
     shall constitute an original, but all of which shall constitute one and the
     same instrument.

47.4.Within ten (10) days after the last  execution  of this Lease  Tenant shall
     by written notice to Landlord  designate one  individual  employee or agent
     who shall be  authorized  to act on behalf of Tenant  with  respect  to all
     matters pertaining to this Lease, including all matters provided for in the
     Work  Letter.   Landlord  may treat any  approval or consent  given by such
     person as the approval or consent of Tenant.  Tenant may, by written notice
     to Landlord,  change its designated  representative with respect to matters
     arising after the date of Landlord's receipt of such notice.

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<PAGE>

47.5. "Rentable Area" means:

     (a)  With respect to Premises  which  constitute  an entire  building,  the
          entire area bounded by the outside  surfaces of the exterior  walls of
          such building plus the entire area of any truck well(s)  servicing the
          building.

     (b)  With respect to Premises  constituting  less than an entire  building,
          (i) the area included  within the Premises,  being the area bounded by
          the outside  surfaces of exterior  building walls, the exterior of all
          walls  separating  the  Premises  from any public  corridors  or other
          public areas and the  centerline of all walls  separating the Premises
          from  other  areas  leased or to be leased  to other  tenants  of such
          building  and (ii) a pro rata  portion  of all areas of such  building
          used for  public  areas or  otherwise  not  leased  or to be leased to
          tenants  of  such  building,  including  a pro  rata  portion  of  the
          electrical  room for the building and the truck well(s)  servicing the
          building.

     (c)  In calculating Rentable Area for any Premises and any building,  there
          shall  be no  deductions  for  columns,  structural  portions  of such
          building,  vertical  penetrations,   lobbies,  corridors,   restrooms,
          mechanical  rooms,   electrical  rooms,  telephone  closets  or  other
          features  of  such   building  required  for  the  occupancy  thereof.
          However,  the Rentable Area of the  electrical  room for the building,
          although  located in one suite,  and the truck  well(s)  servicing the
          building  shall be  allocated,  pro rata, to each suite based upon the
          respective  Rentable  Areas of the suites before giving effect to such
          prorations.

47.6.As long as Tenant is not in default of any provisions of this Lease, Tenant
     shall have quiet enjoyment of the Premises during the term of this Lease.

47.7.In the event any term, covenant,  condition,  provision or agreement herein
     contained  is  held  to be  invalid  or  void  by any  court  of  competent
     jurisdiction,  the  invalidity  of  any  such  term,  covenant,  condition,
     provision  or  agreement  shall in no way effect any other term,  covenant,
     condition, provision or agreement herein contained.

47.8.Captions  and  the  table  of  contents  in this  Lease  are  inserted  for
     convenience  of  reference  only and do not  define,  describe or limit the
     scope of the intent of this Lease or any of the terms hereof.

47.9.This Lease shall be construed and enforced in  accordance  with the laws of
     the State of California.

47.10. All  references  to the terms  "mortgage",  "trust deed" and  "mortgagee"
     appearing  in this Lease  shall be deemed to mean "first  mortgage", "first
     trust deed" and "first  mortgagee,   wherever in this Lease or the Exhibits
     hereto such terms appear.

47.11. Neither  Tenant nor any other person or entity having any interest in the
     possession,  use, occupancy or utilization of the Premises shall enter into
     any sublease, license, concession or other agreement for the use, occupancy
     or   utilization  of  space  in  the  Premises  by  any  person  or  entity
     ("Subtenant")  which provides for rental or any other payment for such use,
     occupancy  or  utilization  based in whole or in part on the net  income or
     profits derived by Subtenant from the portion of the Premises leased, used,
     occupied or utilized (other than an amount based upon a fixed percentage or
     percentages of receipts or sales). Any lease, sublease, license, concession

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<PAGE>

     or  other  agreement  in  violation  of the  foregoing  covenant  shall  be
     absolutely void and ineffective as a conveyance of any right or interest in
     the possession,  use, occupancy or utilization of any part of the Premises.
     Tenant further covenants to use reasonable efforts to prevent any Subtenant
     from entering into an agreement of the type  described in this Section with
     respect to the Premises or any part thereof.

Article 48.    ADDENDUM

         [See Addendum Sections 48.1 through 48.21 following this page]

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                              Article 48 ADDENDUM

The following provisions of this Article 48 shall be included in and form a part
of this Lease and shall supersede and override any other provision in this Lease
to the extent the same are inconsistent:

48.1 Certain Other Defined  Terms.  Notwithstanding  anything to the contrary in
     this  Lease,  for all  purposes  of this  Lease the terms  defined  in this
     Addendum  Section 48.1 shall have the meanings  given to such terms in this
     Addendum Section unless and to the extent the context otherwise requires:

     Additional  Term(s):  With respect to each  Additional  Term  Premises,  as
     defined in Addendum Section 48.4(a) below.

     Additional Term Premises: Each of the HT-B, HT-1, HT-2, HT-3, R&D 8 and R&D
     10 Premises.

     Availability Period: As defined in Addendum Section 48.20 below.

     Building:  Each of  Buildings  B, 1,  2,  3,  8, 10 and 14,  and any  other
     building(s) in which Tenant leases  Premises from Landlord  pursuant to the
     provisions  of this Lease.  Each of the  foregoing  specified  Buildings is
     shown on the site plan of the Center attached hereto as Exhibit "A".

     Building  B: That  certain  building  in the Center  located at 3545 Harbor
     Boulevard,  consisting of approximately 70,000 square feet of Rentable Area
     and commonly known as (HT-B).

     Building B Base Work: The following:  (i) replace all HVAC package units on
     the  roof  of the  Building  B  which  were  graded  "poor"  pursuant  to a
     memorandum  regarding  the  Building B HVAC units dated  October 2, 1998, a
     copy of which is attached  hereto as Exhibit "F";  (ii) install  additional
     windows on the southern  facing wall of Building B as mutually  agreed upon
     by Landlord and Tenant, the cost of which shall not exceed $40,000.00;  and
     (iii) all work  necessary  to bring the  exterior  portions  of  Building B
     (including  the entrances  thereto) and the Common  Facilities  immediately
     adjacent thereto in compliance with the Americans With  Disabilities Act of
     1990, as amended.

     Building B Base Work Allowance:  The estimated cost to perform/complete the
     Building B Base Work as mutually  determined  by Landlord  and Tenant based
     upon competitive  bidding. For purposes of this definition and the relevant
     provisions of this Lease where this definition is used,  following the last
     of the  execution  and  delivery  of this  Lease by  Landlord  and  Tenant,
     Landlord and Tenant shall mutually agree upon the work described in clauses
     (i), (ii) and (iii) of the  definition of Building B Base Work and Landlord
     shall  solicit  bids for all of the  Building  B Base Work  from  three (3)
     general contractors  mutually selected by Landlord and Tenant, each of whom
     shall  be  licensed  in the  State of  California,  bondable  and  shall be
     instructed to bid a lump sum for such work.  The parties shall cause copies

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<PAGE>

     of each of the bids to be  delivered  to both parties and the amount of the
     lowest, qualified bid shall be deemed the "Building B Base Work Allowance."

     Building  1: That  certain  building  in the Center  located at 3565 Harbor
     Boulevard,  consisting  of 60,000 square feet of Rentable Area and commonly
     known as (HT-1).

     Building  2: That  certain  building  in the Center  located at 1540 Scenic
     Avenue,  consisting  of 60,000  square feet of Rentable  Area and  commonly
     known as (HT-2).

     Building  3: That  certain  building  in the Center  located at 1550 Scenic
     Avenue,  consisting  of 50,000  square feet of Rentable  Area and  commonly
     known as (HT-3).

     Building 8: That certain  building in the Center  located at 1580 Corporate
     Drive, consisting of 13,706 square feet of Rentable Area and commonly known
     as (R&D-8), in which Tenant leases the R&D 8 Premises.

     Building  10: That  certain  building in the Center  located at 1590 Scenic
     Avenue,  consisting  of 13,706  square feet of Rentable  Area and  commonly
     known as (R&D-10).

     Building  14: That  certain  building in the Center  located at 1535 Scenic
     Avenue,  consisting  of 60,000  square feet of Rentable  Area and  commonly
     known as (HT-14).

     Capital Limitation: As defined in Addendum Section 48.20 below.

     Cash Allowance: As defined in Addendum Section 48.12(c).

     Commencement  Date: (i) With respect to the HT-1, HT-2, HT-3,  HT-14, R&D 8
     and R&D 10 Premises,  the date of the last of the execution and delivery of
     this Lease by Landlord and Tenant,  (ii) with respect to the HT-B Premises,
     the "Commencement Date" therefor as determined pursuant to Addendum Section
     48.3(b)  below,  and  (iii)  with  respect  to  any  other  Premises,   the
     commencement  date  therefor  as  determined  pursuant  to  the  applicable
     provisions  of this Lease or as otherwise  agreed to in writing by Landlord
     and Tenant.

     Early Termination Date: As defined in Addendum Section 48.4(b) below.

     Early Termination Option: As defined in Addendum Section 48.4(b) below.

     Early Termination Payment: As defined in Addendum Section 48.4(b) below.

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<PAGE>

     Early Termination Premises: The HT-1, HT-2 and R&D 10 Premises.

     Expansion Area: The approximate area shown  cross-hatched as the "Expansion
     Area" on the site plan of the Center attached hereto as Exhibit "A".

     Expansion Space: As defined in Addendum Section 48.20 below.

     Expansion  Space Rent  Commencement  Date:  With  respect to any  Expansion
     Space,  the first to occur of (i) one hundred  twenty (120) days  following
     the Commencement Date of this Lease with respect to such Expansion Space or
     (ii) the date Tenant  substantially  completes all initial improvement work
     in such Expansion Space pursuant to mutually agreed upon improvement  plans
     in accordance  with the applicable  provisions of Article 9 and Exhibit "D"
     to this Lease and Tenant  first  conducts  its  business in such  Expansion
     Space.

     Expiration  Date:  With respect to each  Premises,  the  expiration  of the
     applicable Term therefor.

     First Negotiation Space: As defined in Addendum Section 48.19.

     HT-B Premises: All of the Rentable Area within Building B.

     HT-B Premises Rent Commencement Date: The first to occur of (i) one hundred
     twenty  (120)  days  following  the  Commencement  Date of this  Lease with
     respect to the HT-B  Premises  or (ii) the date that  Tenant  substantially
     completes  Tenant's  HT-B Work in the HT-B  Premises  pursuant  to Addendum
     Section  48.12(c)  below  and first  conducts  its  business  from the HT-B
     Premises;  provided,  however,  that  in the  event  that  Tenant  has  not
     substantially completed Tenant's HT-B Work in the HT-B Premises by the date
     specified  in clause (i) of this  definition  because of a Landlord  Caused
     Delay,  then the date specified in such clause (i) shall be extended (i.e.,
     moved later in time) by a period of time equal to the actual number of days
     delay in  substantial  completion of such Tenant's HT-B Work  occasioned by
     such Landlord Caused Delay.

     HT-1 Premises: All of the Rentable Area within Building 1.

     HT-2 Premises: All of the Rentable Area within Building 2.

     HT-3 Premises: All of the Rentable Area within Building 3.

     HT-14 Premises: All of the Rentable Area within Building 14.

     HT-14  Premises  Surrender  Date:  As defined in Addendum  Section  48.4(c)
     below.

     HT-14 Premises  Termination  Date: As defined in Addendum  Section  48.4(c)
     below.

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<PAGE>

     Initial Term: Unless sooner  terminated  pursuant to any provisions of this
     Lease,  the  following  periods  of time  with  respect  to the  applicable
     Premises:  (i) with  respect  to the HT-1,  HT-2 and R&D 10  Premises,  the
     period  commencing upon the applicable  Commencement Date for such Premises
     and ending,  April 30, 2013;  (ii) with respect to the HT-3, HT-B and R&D 8
     Premises,  the period commencing upon the applicable  Commencement Date for
     each  such  Premises  and  ending  on  the  day  prior  to the  tenth  (10)
     anniversary  of the HT-B  Rent  Commencement  Date,  unless  the HT-B  Rent
     Commencement  Date is a day other  than the first  (1st) day of a  calendar
     month,  in which case the  Initial  Term with  respect to the HT-3 and HT-B
     Premises  shall end upon the last day of the month in which the tenth  (10)
     anniversary  of the HT-B Rent  Commencement  Date  occurs;  and (iii)  with
     respect to the HT-14  Premises,  the period  commencing upon the applicable
     Commencement  Date with respect to such  Premises and ending upon the HT-14
     Premises Termination Date as provided in Addendum Section 48.4(c) below.

     Landlord Caused Delay:

     (i)  Any failure of Landlord to approve or  disapprove  Tenant's  plans and
          specifications  for  Tenant's  HT-B Work or any other  item  requiring
          approval in  connection  with  Tenant's HT-B Work, in each case within
          ten (10)  business  days after  delivery  of such items to  Landlord's
          representative,  unless  within  such ten  (10)  business  day  period
          Landlord  shall  notify  Tenant in writing  that  Landlord  reasonably
          requires additional  information/documentation  in connection with the
          item(s) to be  approved  or  disapproved,  in which case such ten (10)
          business  day  period  shall  run  from  delivery  of such  additional
          information/documentation  to  Landlord's  representative;   provided,
          however,  that with respect to Landlord's  approval or  disapproval of
          Tenant's  plans and  specifications  for Tenant's HT-B Work,  such ten
          (10)  business day period shall not commence to and until  delivery to
          Landlord's  representative  of  a  complete  set  of  such  plans  and
          specifications.

     (ii) Any other actual  interference by Landlord,  its agents or contractors
          with the  substantial  completion  by Tenant of  Tenant's  HT-B  Work,
          provided that Tenant notifies Landlord in writing of such event within
          two (2) business days after the occurrence thereof.  The provisions of
          this  clause  (ii)  shall  not,  however,  (A)  relieve  Tenant of any
          requirement  that Tenant perform  Tenant's Work in accordance with the
          provisions of this Lease, including, without limitation, obtaining the
          prior   written   approval  of   Landlord   to   Tenant's   plans  and
          specifications  for Tenant's HT-B Work, (B) apply to normal scheduling
          of Tenant's Work and other work then being  performed in the Center or
          staging  areas  related  thereto  or  (C)  apply  to  normal  periodic
          walk-through  inspections  of the  Tenant's  HT-B  Work by  Landlord's
          representative.

     LC Amount: As defined in Addendum Section 48.7 below.

     Lease:  This Lease,  as the same may be amended,  modified or  supplemented
     from time to time pursuant to a writing executed by Landlord and Tenant.

     Letter of Credit: As defined in Addendum Section 48.7 below.

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<PAGE>

     Loan: As defined in Addendum Section 48.12(d) below.

     Maximum Loan Amount: As defined in Addendum Section 48.12(d).

     Monthly Basic Rent: With respect to each Premises,  one-twelfth (1/12th) of
     the Basic Annual Rent applicable thereto as provided in this Lease.

     New Building: As defined in Addendum Section 48.20 below.

     New Building Option: As defined in Addendum Section 48.20 below.

     New Building Space: As defined in Addendum Section 48.20 below.

     New Building Space Rent Commencement Date: With respect to any New Building
     Space,  the first to occur of (i) one hundred  twenty (120) days  following
     the Commencement Date of this Lease with respect to such New Building Space
     as provided in clause (v)(A) of Addendum Section 48.20(c) below or (ii) the
     date Tenant substantially  completes all initial tenant improvement work in
     such New Building Space pursuant to mutually agreed upon improvement  plans
     in accordance  with the applicable  provisions of Article 9 and Exhibit "D"
     to this Lease and Tenant  first  conducts its business in such New Building
     Space.

     Rentable Area: With respect to each Premises, the following:

        (i)   HT-B Premises    -   subject to the provisions of Section 47.5
                                   of this Lease and clause (iii) of Addendum
                                   Section 48.3(b) below, approximately
                                   70,000 square feet;

        (ii)  HT-1 Premises    -   60,000 square feet;

        (iii) HT-2 Premises    -   60,000 square feet;

        (iv)  HT-3 Premises    -   50,000 square feet;

        (v)   HT-14 Premises   -   60,000 square feet;

        (vi)  R&D 8 Premises   -   2,992 square feet; and

        (vii) R&D 10 Premises  -   13,706 square feet.

     R&D 8 Premises:  That certain  space within  Building 8 consisting of 2,992
     square feet of Rentable  Area and commonly  known as Suite
     123.

     R&D 10 Premises: All of the Rentable Area within Building 10.

     Old Leases: (a) That certain High Technology/Research and Development Lease
     dated July 23, 1986, between Landlord, as landlord,  and Tenant, as tenant,

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<PAGE>

     as the same may have  been  modified  or  supplemented  from  time to time,
     including by the following instruments: (i) Letter agreement dated July 23,
     1986;  (ii) Option  Agreement dated July 23, 1986;  (iii) Letter  agreement
     dated June 23, 1987;  (iv) Letter  agreement dated July 2, 1987; (v) Letter
     agreement dated March 15, 1988;  (vi) Letter  agreement dated May 23, 1988;
     (vii)  Third  Amendment  to Lease  dated  October  1, 1992;  (viii)  Fourth
     Amendment to Lease dated  December 1, 1992;  (ix) Fifth  Amendment to Lease
     dated March 28, 1997; (x) Sixth Amendment to Lease dated July 30, 1997; and
     (b) that certain High  Technology/Research and Development Lease dated July
     31,    1997,    between    Landlord,    as    landlord,     and    Tenant's
     predecessor-in-interest  with  respect  to the  Premises  covered  thereby,
     Philips Electronics North America Corporation ("Philips"),  as the original
     tenant,  which  lease was  assigned  to  Tenant  pursuant  to that  certain
     Assignment,  Assumption and Consent Re Lease executed as of August 4, 1998,
     among  Philips,  Landlord  and  Tenant,  and as such  lease  may have  been
     modified or supplemented from time to time.

     Old Leases Termination Date: As defined in Addendum Section 48.2.

     Premises:  Each of the HT-B,  HT-1,  HT-2,  HT-3,  HT-14,  R&D 8 and R&D 10
     Premises,  and any other premises  leased by Landlord to Tenant pursuant to
     any of the  provisions  of  this  Lease.  Each of the  foregoing  specified
     Premises is shown on the site plan of the Center attached hereto as Exhibit
     "A".

     Spruce-Up Allowance: As defined in Addendum Section 48.5(h) below.

     Spruce-Up Work: As defined in Addendum Section 48.12(b) below.

     Subordination Agreement: As defined in Addendum Section 48.11 below.

     Tenant's HT-B Work: As defined in Addendum Section 48.12 (c) below.

     Tenant's Proportionate Share: (i) With respect to each Premises (other than
     the R&D 8 Premises),  one hundred percent (100%),  and (ii) with respect to
     the R&D 8 Premises,  the  percentage  calculated  by Landlord  dividing the
     Rentable  Area of the R&D 8 Premises  during the  applicable  lease year or
     partial lease year by the average total Rentable Area of the R&D 8 Building
     for the same lease year or partial lease year, which is currently 21.83%.

     "Term," "term" or "term of this Lease": With respect to each Premises,  the
     Initial Term together with any applicable  Additional  Term with respect to
     such Premises  resulting from the proper  exercise of an option pursuant to
     Addendum Section 48.4(a) below,  unless sooner  terminated  pursuant to any
     provisions of this Lease.

48.2 Termination of Old Leases.

     (a)  Landlord and Tenant  acknowledge and agree that Tenant currently holds
          and occupies the HT-1,  HT-2,  HT-3,  HT-14, R&D 8 and R&D 10 Premises
          pursuant to the Old Leases.

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<PAGE>

     (b)  Effective as of the date of the last of the  execution and delivery of
          this Lease by Landlord to Tenant (the "Old Leases Termination  Date"),
          the Old Leases (and each of them)  shall  terminate  and Tenant  shall
          from and thereafter continue to hold and occupy and lease the Premises
          pursuant to this Lease.

     (c)  Notwithstanding  such termination of the Old Leases,  each party shall
          remain responsible for its obligations under the Old Leases which have
          occurred or accrued on or prior to the Old Leases  Termination Date to
          and until payment and  performance of the same in full,  including all
          indemnification  provisions  and payment of all rent and other charges
          and  expenses  payable  thereunder  (whether  or not  billed  and  all
          retroactive adjustments thereto).

48.3 Commencement Dates; HT-B Premises Rent Commencement Date; and Initial Term.

     (a)  The  Commencement  Date of this  Lease with  respect to each  Premises
          (other than the HT-B  Premises)  shall be as defined and determined in
          Addendum  Section  48.1.  From and  after the  Commencement  Date with
          respect to each such Premises (other than the HT-B  Premises),  Tenant
          shall hold and occupy such Premises upon all the terms and  conditions
          of this  Lease,  including,  but not limited  to,  those with  respect
          thereto the payment of Basic Annual Rent, Tenant's Proportionate Share
          of Total  Operating  Expenses and all real property taxes with respect
          to such Premises in accordance with the provisions hereof.

     (b)  With respect to the HT-B Premises the following shall apply:

          (i)  The  "Commencement  Date" of this Lease with  respect to the HT-B
               Premises  shall  be  the  date  Landlord   tenders   delivery  of
               possession  of the HT-B  Premises to Tenant;  provided,  however,
               that such date shall not be before  January 1, 2000.  Such tender
               of delivery of possession of the HT-B Premises  shall be upon not
               less than ten (10) days written notice to Tenant stating that the
               HT-B  Premises  is  vacant,  broom-clean  and ready for Tenant to
               commence  Tenant's HT-B Work therein pursuant to Addendum Section
               48.12(c)  below.  The target  period for  tender of  delivery  of
               possession of the HT-B  Premises to Tenant is between  January 1,
               2000 and March 31, 2000. If Landlord does not tender  delivery of
               possession  of the HT-B  Premises  to Tenant  during  such target
               delivery  period,  Landlord shall not be subject to any liability
               for such failure, but the Commencement Date for the HT-B Premises
               shall be  extended  until  actual  date of tender of  delivery to
               Tenant.

          (ii) From and after the  Commencement  Date with  respect  to the HT-B
               Premises, Tenant shall hold and occupy the HT-B Premises upon all
               the terms and  conditions  of this Lease with respect to the HT-B
               Premises,  except that Tenant  shall not be required to pay Basic
               Annual Rent or Tenant's  Proportionate  Share of Total  Operating
               Expenses  or any real  property  taxes  with  respect to the HT-B
               Premises to and until the HT-B Rent Commencement Date (as defined
               in Addendum  Section  48.1  above).  From and after the HT-B Rent
               Commencement  Date,  Tenant shall  observe and perform all of the
               obligations  of the Tenant  under this Lease with  respect to the
               HT-B Premises,  including, but not limited to, those with respect
               thereto payment of all Basic Annual Rent, Tenant's  Proportionate

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<PAGE>
               Share of Total  Operating  Expenses and all real  property  taxes
               with respect to the HT-B  Premises in  accordance  with the terms
               hereof.

          (iii)Promptly  following  the HT-B Premises  Rent  Commencement  Date,
               Landlord and Tenant shall execute a letter memorializing the same
               and the Commencement Date of this Lease with respect to such HT-B
               Premises.  In addition,  at or prior to the Commencement  Date of
               this Lease  with  respect to the HT-B  Premises,  Landlord  shall
               cause  Wise  Solutions,  Inc.  (or  another  mutually  acceptable
               independent  architect)  to  remeasure  the HT-B  Premises and to
               certify the actual  Rentable Area (as defined in Section 47.5) of
               the HT-B  Premises.  Such  certification  shall be in writing and
               shall be conclusive,  absent manifest error. The Rentable Area as
               so certified shall be included in the foregoing  letter agreement
               and thereupon the  definition of "Rentable  Area" as set forth in
               Addendum  Section 48.1 shall be modified with respect to the HT-B
               Premises to reflect the certified  Rentable  Area thereof.  There
               will be no  remeasurement of the Rentable Area of the HT-1, HT-2,
               HT-3,  HT-14,  R&D 8 or R&D 10  Premises.  Basic Annual Rent with
               respect  to the HT-B  Premises  shall be  adjusted  from the HT-B
               Premises Rent  Commencement  Date based upon the actual certified
               Rentable Area and the parties  shall,  within ten (10) days after
               delivery of such letter to Tenant,  make any payment necessary to
               reflect such adjustment. Failure of Tenant to execute such letter
               shall not affect (A) the occurrence of the  Commencement  Date of
               this  Lease  with   respect  to  the  HT-B   Premises,   (B)  the
               determination  of the HT-B  Premises  Rent  Commencement  Date in
               accordance  with  this  Addendum   Section  48.3(b)  or  (C)  the
               certification  of the Rentable Area (and  adjustment of the Basic
               Annual Rent) with respect to the HT-B Premises, if applicable.

     (c)  With respect to each Premises, the Initial Term of this Lease shall be
          as defined and  determined  pursuant to the  applicable  provisions of
          Addendum Section 48.1 above.

48.4 Additional  Term(s)/Option  to Terminate Early  Termination  Premises/HT-14
     Premises Termination Date.

(a)  Additional  Term(s).  Provided  that (1) Tenant is not in material  default
     beyond any applicable notice and cure period either at the date of exercise
     or at the date on which an Additional Term (as  hereinafter  defined) would
     otherwise  commence and (2) the Tenant named in the applicable  Basic Lease
     Provision or an assignee  permitted  without the consent of Landlord is the
     tenant  under  this  Lease  and  physically  occupies  as of such  date the
     applicable  Additional  Term  Premises  as to  which  an  option  is  being
     exercised, then Tenant shall have the options (each, an "option") to extend
     the  Term of this  Lease  for each  Additional  Term  Premises  for two (2)
     additional  periods of five (5) years each (each,  an  "Additional  Term").
     Each  such  option  shall  be  exercised  with  respect  to  an  applicable
     Additional  Term  Premises,  if at all,  by written  notice  from Tenant to
     Landlord  given not less than twelve (12) months and no more than  eighteen
     (18)  months  prior to the  expiration  of the then  current  Term for such
     Additional  Term  Premises.  In the event that  Tenant is not  entitled  to
     exercise such option with respect to an  Additional  Term  Premises,  or is
     entitled to exercise such option with respect to any such  Additional  Term
     Premises  but  fails to do so in the  manner  and  within  the time  herein
     specified,  such option  shall lapse with respect to such  Additional  Term
     Premises and  thereafter  not be exercisable by Tenant and this Lease shall
     expire with respect to such  Additional  Term Premises upon the  Expiration

                                       44
<PAGE>

     Date of the then current Term therefor. If the first option with respect to
     any Additional  Term Premises lapses the second option with respect to such
     Additional  Term Premises  shall lapse as well. It is understood and agreed
     that the foregoing  options are exercisable on a Premises by Premises basis
     with respect to each Additional Term Premises.

     In the event that Tenant is entitled to exercise such option and timely and
     properly  exercises the same, the Additional Term resulting  therefrom with
     respect to the applicable Additional Term Premises shall be upon all of the
     terms and  conditions  of this Lease  applicable  to the then  current term
     therefor except as follows:

     (i)  Such  Additional  Term  shall  commence   immediately   following  the
          expiration of the then current Term of this Lease with respect to such
          Additional   Term  Premises  and  shall  expire  on  the  fifth  (5th)
          anniversary  of the  expiration  of the  immediately  prior  Term with
          respect to such Additional Term Premises.

     (ii) Article 2 and Addendum Sections 48.2, 48.3,  48.4(b),  48.4(c),  48.5,
          48.9(a),  48.12(b),  (c) and (d), 48.13, and 48.20 of this Lease shall
          have no application to the applicable  Additional Term with respect to
          such Additional Term Premises.

     (iii)Except for the two (2) options  expressly  set forth in this  Addendum
          Section 48.4(a) with respect to each Additional Term Premises,  Tenant
          shall  have no  further  options to extend the Term of this Lease with
          respect to any Premises.

     (iv) Basic Annual Rent for such Additional Term Premises for the applicable
          Additional  Term shall be the greater of (x) the Basic  Annual Rent in
          effect as of the  expiration  of the  immediately  prior Term for such
          Additional  Term  Premises and (y)  ninety-eight  percent (98%) of the
          prevailing fair market rental for such Additional Term and for similar
          premises in the geographic market area in which the Center is located.
          For the purposes of determining Basic Annual  Rent/Monthly  Basic Rent
          for the applicable  Additional Term Premises for such Additional Term,
          the following shall pertain:

          (A)  The term "similar  premises" shall mean premises  similar in size
               to the  applicable  Additional  Term Premises in  commercial  and
               industrial  centers of similar  size,  age and  quality  and with
               similar access and other amenities  (including a similar level of
               improvements) as the Center and within the geographic market area
               in which the Center is located.  For purposes of this Lease,  the
               geographic  market  area in which  the  Center is  located  shall
               include the areas commonly known as the South Coast Metro, Irvine
               Business  Center,  "South  Orange  County"  and  Irvine  Spectrum
               markets as  approximately  shown on Exhibit "G" attached  hereto;
               provided,  however,  that when  considering  similar  premises in
               South Orange County and the Irvine  Spectrum  market  areas,  the
               locational  differences  as well as  building  age and  level and
               quality of  improvements  therein  shall be taken into account in
               determining  fair market rental for such Additional Term Premises
               for the applicable Additional Term.

          (B)  The term "fair market  rental" shall mean the effective flat rate
               amount per month that a willing tenant comparable to Tenant would
               pay and a willing landlord comparable to Landlord would accept in
               an arm's-length leasing  transaction,  for similar premises which

                                       45
<PAGE>

               are non-sublease,  non-encumbered  and non-expansion  space as of
               the date of Landlord's  determination  thereof pursuant to clause
               (C) below (including any periodic  increases therein for purposes
               of  determining   such  effective   amount)  for  the  applicable
               Additional  Term,  taking into account free rent  concessions and
               rent escalations,  but not tenant improvement  allowances or rent
               abatements or credits in lieu of tenant  improvement  allowances.
               Once  determined,  fair market rental shall not be reduced by any
               costs or expenses  saved by Landlord by reason of Landlord's  not
               having to find a new tenant  for such  Additional  Term  Premises
               (including, without limitation,  brokerage commissions savings or
               lost rental income during any vacancy period). Fair market rental
               shall be  determined  as a flat rate per month per square foot of
               Rentable Area of the  applicable  Additional  Term  Premises.  If
               ninety-eight  percent  (98%) of such fair  market  rental for the
               applicable  Additional  Term  Premises  is not  greater  than the
               Monthly  Basic Rent for such  Additional  Term  Premises  for the
               immediately  prior  Term,  then the  Monthly  Basic Rent for such
               Additional Term shall be determined  pursuant to subclause (x) of
               this  clause  (iv);  otherwise  the  Monthly  Basic Rent for such
               Additional  Term  Premises  for  such  Additional  Term  shall be
               determined by multiplying  such flat rate by the Rentable Area of
               such Additional Term Premises.

          (C)  Within  sixty (60) days after the exercise of an option by Tenant
               pursuant to this  Addendum  Section 48.4,  Landlord  shall notify
               Tenant of Landlord's  determination of the fair market rental for
               such Additional Term Premises for such  Additional  Term,  taking
               into account the matters set forth above in this clause (iv).  If
               ninety-eight  percent  (98%)  thereof  does not exceed the amount
               determined  pursuant to subclause  (x) of this clause (iv),  then
               the Monthly Basic Rent for such  Additional Term Premises for the
               applicable  Additional  Term  shall be the  amount so  determined
               pursuant to such subclause (x) of this clause (iv). If,  however,
               Landlord's  determination  of the  fair  market  rental  for such
               Additional  Term  Premises  for the  applicable  Additional  Term
               exceeds the amount  determined  pursuant to such subclause (x) of
               this clause (iv), then the following shall apply:

               (1)  Within thirty (30) days after Tenant's receipt of Landlord's
                    notice, Tenant shall, by written notice to Landlord,  either
                    approve or  disapprove of  Landlord's  determination  of the
                    fair market  rental for such  Additional  Term  Premises for
                    such  Additional  Term  or  rescind  Tenant's   exercise  of
                    Tenant's   option  with  respect  to  such  Additional  Term
                    Premises.  Tenant's  failure  to approve  or  disapprove  of
                    Landlord's  determination of the fair market rental for such
                    Additional Term Premises for such applicable Additional Term
                    or to so  rescind  Tenant's  exercise  of such  option  with
                    respect  thereto  within the time and in the  manner  herein
                    specified   shall   be   deemed   approval   of   Landlord's
                    determination   of  such   fair   market   rental   thereof,
                    ninety-eight  percent  (98%)  of  such  approved  or  deemed
                    approved  fair market rental shall be the Monthly Basic Rent
                    for  such   Additional  Term  Premises  for  the  applicable
                    Additional  Term and Tenant  shall not  thereafter  have the
                    right to rescind or otherwise terminate Tenant's exercise of
                    such option.

               (2)  In the event that Tenant rescinds  Tenant's exercise of such
                    option for the applicable  Additional  Term Premises  within
                    the  manner  and time set forth in clause  (1)  above,  such
                    option shall  terminate  together  with any future option to
                    extend  the  Term  of  this  Lease  with   respect  to  such
                    applicable  Additional  Term Premises and the same shall not
                    thereafter be exercisable by Tenant.

                                       46
<PAGE>

               (3)  In   the   event   that   Tenant   disapproves    Landlord's
                    determination within the time and in the manner set forth in
                    clause  (1)  above,  then  Tenant  shall  concurrently  with
                    Tenant's notice of disapproval  pursuant to clause (1) above
                    notify  Landlord  of  Tenant's  determination  of such  fair
                    market  rental for such  Additional  Term  Premises  for the
                    applicable  Additional Term, taking into account the matters
                    set forth above in this clause (iv).  For a period of thirty
                    (30) days after  Tenant's  delivery  to Landlord of Tenant's
                    determination of the same, Landlord and Tenant shall attempt
                    to agree in good faith upon such fair market rental for such
                    Additional Term Premises for the applicable Additional Term.
                    In  the  event  that   Landlord  and  Tenant  so  agree  and
                    ninety-eight   percent  (98%)  thereof  exceeds  the  amount
                    determined  pursuant to  subclause  (x) of this clause (iv),
                    such  agreement  shall  be  reduced  to  writing,  shall  be
                    executed  by  Landlord  and Tenant and shall be binding  and
                    conclusive upon them.

          (D)  If Landlord  and Tenant are unable to reach  agreement  as to the
               fair market  rental for such  Additional  Term  Premises for such
               Additional  Term within the thirty (30) day period  specified  in
               clause (C)(3)  above,  the fair market rental shall be determined
               by  arbitration.   In  connection  with  such  arbitration,   the
               following shall pertain:

               (1)  The  arbitration   shall  be  conducted  in  Orange  County,
                    California in accordance  with the provisions of this clause
                    (D).

               (2)  Within  fifteen (15) days after the expiration of the thirty
                    (30) day period specified in clause (C)(3) above, each party
                    shall, by written notice to the other,  select an arbitrator
                    with the  qualifications  set forth  below.  If either party
                    shall fail to select an  arbitrator in the manner and within
                    the time  specified in this clause (2), then the  arbitrator
                    timely and properly selected by the other party shall be the
                    sole arbitrator.  If neither party shall timely and properly
                    select an  arbitrator  pursuant to this  clause (2),  then a
                    single  arbitrator  shall be selected by the Presiding Judge
                    of the Orange County  Superior  Court or his or her designee
                    upon application of either party.

               (3)  If a single arbitrator is selected or appointed  pursuant to
                    clause (2), such sole arbitrator shall,  within fifteen (15)
                    days after his or her  appointment,  schedule a meeting with
                    the parties at which such arbitrator shall receive such oral
                    or written evidence as he or she determines.  The arbitrator
                    need not follow the rules of evidence  and may set such time
                    limits as he or she deems  appropriate.  Within  thirty (30)
                    days after being appointed,  the arbitrator shall in writing
                    notify the parties of his or her  decision as to fair market
                    rental,  determined in accordance  with this clause (D). The
                    fair market  rental  determined  by such  single  arbitrator
                    shall be conclusive upon the parties.

               (4)  If two (2) arbitrators are selected  pursuant to clause (2),
                    the same  procedure  set forth in clause (3) above  shall be
                    used,  except that each  arbitrator  shall in writing notify
                    the parties and the other  arbitrator of his or her decision
                    as to fair market rental, determined in accordance with this
                    clause (D). The notices  provided for in clause (3) and this
                    clause (4) may be in letter form, need not be accompanied by
                    any survey,  report or other supporting document and may but
                    need not set forth the reason(s) for the decision.

                                       47
<PAGE>

               (5)  If two (2)  arbitrators  are  used,  and if the fair  market
                    rentals  as  determined  by them  are not the  same  but the
                    larger fair market rental so determined  does not exceed one
                    hundred ten percent  (110%) of the lesser fair market rental
                    so determined,  then fair market rental shall be the average
                    of  the  fair  market  rentals  determined  by the  two  (2)
                    arbitrators.

               (6)  If  two  (2)  arbitrators  are  used,  and if  the  two  (2)
                    arbitrators  determine  different fair market rentals and if
                    fair market rental is not determined pursuant to clause (5),
                    then within  fifteen (15) days after the last  determination
                    of the two (2)  arbitrators  (i.e.,  the last  notice to the
                    parties),  the  two (2)  arbitrators  shall  select  a third
                    arbitrator.  If the two (2) arbitrators are unable to select
                    a third arbitrator within such fifteen (15) day period,  the
                    third  arbitrator  shall be appointed in the manner provided
                    in the last sentence of clause (2) above.

               (7)  Any third arbitrator  selected pursuant to clause (6) shall,
                    within fifteen (15) days after his or her selection,  notify
                    the parties and the other  arbitrators  in writing of her or
                    her  determination  of fair  market  rental,  determined  in
                    accordance  with this clause  (D).  Such  determination  and
                    notice  shall be in  accordance  with the last  sentence  of
                    clause  (4),  and in no event  shall such  determination  be
                    greater   than  the  higher  of  the  fair  market   rentals
                    determined  by the  original two (2)  arbitrators  or lesser
                    than the lower of the fair market rentals  determined by the
                    original  two  (2)  arbitrators.   The  fair  market  rental
                    determined by such third arbitrator shall be conclusive upon
                    the parties.

               (8)  In no event  shall  the fair  market  rental  determined  in
                    accordance  with this  clause (D) be less than the lowest or
                    greater  than  the  highest  fair  market   rental   amounts
                    originally  submitted by the parties  pursuant to clause (C)
                    above.

               (9)  Each  arbitrator  selected  or  appointed  pursuant  to  the
                    foregoing  clauses  shall be a person who is a Member of the
                    Appraisal Institute (or any successor  organization thereto)
                    with not less than five (5) years experience with respect to
                    similar  premises  and centers  similar to the Center in the
                    geographic  area in  which  the  Center  is  located  who is
                    independent  of each party.  For this  purpose,  independent
                    shall mean that such  person is not  employed by a party and
                    has not been an  employee of a party for two (2) years prior
                    to his or her selection or appointment.

               (10) Each party shall bear the costs and fees of each  arbitrator
                    selected by it and  one-half  (1/2) of the costs and fees of
                    any third or sole arbitrator. Each party shall also bear all
                    costs  and  fees  of  any  attorney  or  other  professional
                    employed or retained by such party in  connection  with such
                    arbitration process.

               (11) All  determinations  as  to  fair  market  rental  shall  be
                    expressed  as a flat rate per square foot of  Rentable  Area
                    per month during the applicable Additional Term.

          (E)  If the new Monthly Basic Rent for such  Additional  Term Premises
               for such Additional Term shall not have been determined as of th

                                       48
<PAGE>

               commencement  date of such  Additional  Term,  Tenant  shall  pay
               Monthly Basic Rent for such  Additional Term Premises at the rate
               in effect  therefor  immediately  prior to the  expiration of the
               prior Term to and until such  determination  is made.  If the new
               Monthly  Basic Rent is greater than such prior rate,  then within
               thirty (30) days after the determination of the new Monthly Basic
               Rent  Tenant  shall pay to  Landlord  an amount  equal to the new
               Monthly  Basic  Rent  rate  times the  number of months  from the
               commencement  of such  Additional Term through the month in which
               such determination is made less the aggregate payments on account
               of Monthly Basic Rent on account of such Additional Term Premises
               for such period  previously  made by Tenant.  Thereafter,  during
               such  Additional  Term  shall  pay  Monthly  Basic  Rent for such
               Additional  Term Premises at the rate(s)  determined  pursuant to
               this clause (iv). Upon determination of the Basic Annual Rent and
               Monthly  Basic Rent  pursuant to this clause (iv) with respect to
               such  Additional  Term  Premises,   Landlord  shall  prepare  and
               Landlord  and  Tenant  shall  promptly  execute  and  deliver  an
               amendment to this Lease  setting  forth the agreed rates for such
               Additional Term Premises for such Additional Term.

     (b)  Option To Terminate as to Early  Termination  Premises.  Provided that
          (1) Tenant is not in material default beyond any applicable notice and
          cure  period  either at the date of  exercise  or on the date on which
          this Lease would otherwise terminate pursuant to this Addendum Section
          48.4(b) with respect to the Early  Termination  Premises,  and each of
          them, (2) the Tenant named in the applicable  Basic Lease Provision or
          an  assignee  permitted  without the consent of Landlord is the tenant
          under this Lease with respect to such Early Termination Premises,  and
          (3) Tenant has not previously  exercised its option to extend the Term
          of this Lease with respect to either the HT-3,  HT-B or R&D 8 Premises
          for the  applicable  first  Additional  Term as  provided  in Addendum
          Section 48.4(a) above, then Tenant shall have the one-time option (the
          "Early  Termination  Option") to terminate this Lease as to all of the
          Early  Termination  Premises  concurrent  with the  expiration  of the
          Initial  Term  of the  HT-3,  HT-B  and  R&D 8  Premises  (the  "Early
          Termination  Date"). Such Early Termination Option with respect to all
          of the Early  Termination  Premises shall be exercised,  if at all, by
          written  notice from  Tenant to Landlord  given not less than nine (9)
          months and no more than fifteen (15) months prior to the expiration of
          the Initial Term of this Lease with respect to the HT-3,  HT-B and R&D
          8  Premises.  In the  event  that  Tenant is either  not  entitled  to
          exercise such Early Termination  Option or is entitled to exercise the
          same but  fails to do so  within  the  time and in the  manner  herein
          provided,  such Early  Termination  Option shall lapse and  thereafter
          shall not be exercisable by Tenant, and this Lease with respect to all
          of the Early  Termination  Premises  shall  continue in full force and
          effect to and until the expiration or earlier  termination of the Term
          of this Lease with respect thereto.

          In the event that Tenant  shall be  entitled  to  exercise  such Early
          Termination  Option  and shall do so within the time and in the manner
          herein specified, the following shall pertain:

          (i)  This  Lease  shall  terminate  with  respect  to all  such  Early
               Termination  Premises  concurrent  with  the  expiration  of  the
               Initial  Term of the HT-3,  HT-B and R&D 8  Premises.  This Lease
               shall  remain  in full  force  and  effect  with  respect  to any
               Premises which are not Early Termination Premises for the balance
               of the applicable Term with respect thereto.

                                       49
<PAGE>

          (ii) On or before the Early  Termination  Date Tenant shall vacate and
               surrender   possession  of  the  Early  Termination  Premises  to
               Landlord in accordance  with the  provisions of Articles 9 and 22
               of this Lease, as supplemented by Addendum Section 48.8 below.

          (iii)Tenant shall remain  responsible  for all  obligations  of Tenant
               which  have  occurred  or  accrued  on  or  prior  to  the  Early
               Termination Date with respect to the Early  Termination  Premises
               to and  until  payment  and  performance  of the  same  in  full,
               including, without limitation, all indemnification provisions and
               payment of all rent and other  charges and  expenses  (whether or
               not billed and all retroactive  adjustments thereto) with respect
               to the Early Termination Premises.

          (iv) As  consideration  for the early  termination  of this Lease with
               respect to the Early Termination Premises, and in addition to all
               amounts  owing by Tenant  pursuant to clause (iii) above,  Tenant
               shall pay to Landlord an amount (the "Early Termination Payment")
               equal  to the  aggregate  of  (A)  $15,146.19  (representing  the
               unamortized  leasing  commissions  paid by Landlord in connection
               with the negotiation, preparation and execution of this Lease and
               allocated to the Early Termination  Premises),  plus (B) nine (9)
               times the then current  Monthly  Basic Rent and Tenant's  monthly
               estimated Proportionate Share of Total Operating Expenses and all
               real  property  taxes in effect  for or  otherwise  payable  with
               respect to the Early Termination  Premises.  Not less than thirty
               (30) days prior to the Early Termination Date,  Landlord shall in
               writing  notify Tenant as to the amount of the Early  Termination
               Payment  determined  in  accordance  with this clause (iv).  Such
               notice shall set forth the  components  of the Early  Termination
               Payment  in  reasonable  detail.   Tenant  shall  pay  the  Early
               Termination Payment to Landlord in a single lump sum on or before
               the Early  Termination  Date.  For  purposes of this clause (iv),
               amortization  shall be on a straight-line  basis over the Initial
               Term of this Lease with respect to the HT-B Premises.

     (c)  HT-14 Premises Termination Date. Within thirty (30) days following the
          HT-B Rent  Commencement  Date (the "HT-14 Premises  Surrender  Date"),
          Tenant  shall  (i)  relocate  from  the  HT-14  Premises  to the  HT-B
          Premises,  unless  Tenant's  HT-B Work  therein  is not  substantially
          complete (as defined in Addendum  Section  48.12(c)  below),  in which
          case Tenant shall relocate to other Premises and (ii) vacate the HT-14
          Premises and surrender  possession of the HT-14  Premises to Landlord.
          Any such  relocation  to the HT-B  Premises  or to any other  Premises
          shall be the sole responsibility of Tenant, both as to performance and
          payment of costs.  In addition,  in effecting such  relocation  Tenant
          shall comply with all reasonable regulations or directives provided by
          Landlord  with respect  thereto for the safety of persons and property
          in and about the Center,  for the care and  cleanliness  of the Center
          and in order to prevent any unreasonable  interference with the normal
          operations of the Center and its occupants,  including but not limited
          to  regulations  and  directives  regulating the time and/or method of
          such relocation. In connection with the foregoing, the following shall
          apply:

          (i)  Surrender  of   possession  of  the  HT-14   Premises   shall  be
               accomplished  by delivery to Landlord of physical  possession  of
               the HT-14 Premises,  all permanent  improvements  therein and the
               keys thereto.  Prior to surrender of the HT-14  Premises,  Tenant
               shall  remove  therefrom  all  moveable  furniture,  furnishings,
               equipment  (including its computer  equipment) and trade fixtures

                                       50
<PAGE>
              not  permanently  attached and all other  miscellaneous  personal
               property  of Tenant and shall  repair  any damage  caused by such
               removal; provided,  however, that if, upon surrender of the HT-14
               Premises to Landlord,  Landlord has executed a new lease for such
               HT-14  Premises  with a new tenant and has  approved a demolition
               plan for any tenant improvement work to be performed in the HT-14
               Premises  for or by such new  tenant,  then  Tenant  shall not be
               required  to repair  any damage  caused by  removal  of  Tenant's
               property if the portion of the HT-14  Premises  affected  thereby
               will be demolished as set forth in such approved demolition plan.
               Any such items as are not removed from the HT-14  Premises  prior
               to surrender of possession to Landlord shall be deemed  abandoned
               by Tenant and may be  retained  or  disposed of by Landlord as it
               sees fit,  without  claim  thereto  of the  proceeds  thereof  by
               Tenant. In addition, all reasonable costs incurred by Landlord in
               removing or  disposing  of such items shall be deemed  additional
               rent  pursuant to this Lease,  payable by Tenant  within ten (10)
               days after Tenant's receipt of Landlord's invoice therefor.  Upon
               surrender  to  Landlord,  the  HT-14  Premises  shall,  except as
               otherwise  provided  in  this  clause  (i),  be in the  condition
               required by Articles 9 and 22 of this Lease.  Tenant's failure to
               so vacate and surrender  possession  of the HT-14  Premises on or
               before  the  HT-14  Premises  Surrender  Date  shall be  deemed a
               default  by  Tenant  under  this  Lease,  entitling  Landlord  to
               exercise  all  remedies   available  to  a  landlord   against  a
               defaulting tenant, including, without limitation, those set forth
               in Article 20 of this Lease.

          (ii) Upon  Tenant's  vacation and  surrender of the HT-14  Premises to
               Landlord  in  accordance  with  clause (i) above,  the Lease with
               respect  to  the  HT-14  Premises  shall  terminate  (the  "HT-14
               Premises  Termination  Date").  Notwithstanding the occurrence of
               the  HT-14  Premises   Termination   Date,  Tenant  shall  remain
               responsible  for all obligations of Tenant which have occurred or
               accrued on or prior to the HT-14 Premises  Termination  Date with
               respect  to  the  HT-14   Premises  to  and  until   payment  and
               performance of the same in full,  including,  without limitation,
               all indemnification  provisions and payment of all rent and other
               charges and expenses with respect HT-14 Premises  (whether or not
               billed and all retroactive adjustments thereto).

48.5 Basic  Annual Rent.  Basic  Annual Rent for the Premises  during the entire
     Term  shall be triple  net and shall be paid in the manner and at the times
     provided  for in  Section  3.1 of this  Lease and at the  rates  determined
     pursuant  to  this  Addendum  Section  48.5.  Basic  Annual  Rent  for  any
     Additional Term with respect to any applicable Premises shall be determined
     pursuant to clause (iv) of Addendum  Section  48.4(a)  above.  Basic Annual
     Rent for the applicable  Premises for the applicable Initial Terms shall be
     as follows:

     (a)  HT-B Premises.

          (i)  For the period from the HT-B Rent  Commencement  Date through and
               including the day prior to the third (3rd)  anniversary  thereof,
               Basic  Annual  Rent  for the  HT-B  Premises  shall be the sum of
               $13.20 per square foot of  Rentable  Area  thereof  per year;  or
               $1.10 per square foot of Rentable Area thereof per month.

          (ii) Commencing  upon the  third  (3rd)  anniversary  of the HT-B Rent
               Commencement  Date (the first "CPI Adjustment  Date"),  the Basic
               Annual Rent for the HT-B Premises  shall be increased as provided
               in Addendum  Section  48.5(g)  below and such  increase  shall be

                                       51
<PAGE>

               applicable through and including the day prior to the sixth (6th)
               anniversary of the HT-B Rent  Commencement  Date. For purposes of
               such  adjustment on the first CPI Adjustment Date with respect to
               the HT-B Premises, the following shall apply:

               (A)  The "Base  Month"  shall be the month prior to the HT-B Rent
                    Commencement Date; and

               (B)  The "CPI Cap" shall be six percent (6%).

          (iii)Commencing  upon the  sixth  (6th)  anniversary  of the HT-B Rent
               Commencement Date (the second "CPI Adjustment  Date"),  the Basic
               Annual Rent for the HT-B Premises  shall be increased as provided
               in Addendum  Section  48.5(g)  below and such  increase  shall be
               applicable  through and including  the  expiration of the Initial
               Term of  this  Lease  with  respect  to the  HT-B  Premises.  For
               purposes of such  adjustment  on the second CPI  Adjustment  Date
               with respect to the HT-B Premises, the following shall apply:

               (A)  The "Base Month" shall be the month prior to the third (3rd)
                    anniversary of the HT-B Rent Commencement Date; and

               (B)  The "CPI Cap" shall be seven and one-half percent (7.5%).

     (b)  HT-1 and HT-2 Premises.

          (i)  For the  period  from the  Commencement  Date of this  Lease with
               respect to the HT-1 and HT-2  Premises  through and including (A)
               October 31, 2000, with respect to the HT-1 Premises, and (B) July
               31, 2000,  with respect to the HT-2  Premises,  Basic Annual Rent
               for each of the HT-1 and HT-2 Premises shall be the sum of $13.20
               per square foot of Rentable  Area thereof per year;  or $1.10 per
               square foot of Rentable Area thereof per month.

          (ii) Commencing upon (the first "CPI Adjustment Date") (A) November 1,
               2000,  with respect to the HT-1  Premises and (B) August 1, 2000,
               with respect to the HT-2 Premises, the Basic Annual Rent for such
               Premises  shall be  increased  as provided  in  Addendum  Section
               48.5(g) below and such increase  shall be applicable  through and
               including  April 30, 2003 for each of the HT-1 and H-2  Premises.
               For  purposes  of such  adjustment  on the  applicable  first CPI
               Adjustment  Date with respect to the HT-1 and HT-2 Premises,  the
               following shall apply:

               (A)  The "Base Month" for the HT-1 Premises shall be April, 1998,
                    and the "Base Month" for the HT-2 Premises shall be January,
                    1998; and

               (B)  The "CPI Cap" shall be ten percent (10%).

          (iii)Commencing  May 1, 2003,  and  continuing  through and  including
               April 30,  2006,  Basic Annual Rent for each of the HT-1 and HT-2
               Premises  shall be the sum of $13.20 per square  foot of Rentable
               Area thereof per year;  or $1.10 per square foot of Rentable Area
               thereof per month.

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<PAGE>

          (iv) Commencing upon May 1, 2006 (the second "CPI  Adjustment  Date"),
               the Basic Annual Rent for the HT-1 and H-2  Premises  again shall
               be increased as provided in Addendum  Section  48.5(g)  below and
               such increase shall be applicable through and including April 30,
               2009, for each of the HT-1 and H-2 Premises. For purposes of such
               adjustment on such second CPI Adjustment Date with respect to the
               HT-1 and HT-2 Premises, the following shall apply:

               (A)  The  "Base  Month"  for each of the HT-1  Premises  and HT-2
                    Premises be April, 2003; and

               (B)  The "CPI Cap" shall be six percent (6%).

          (v)  Commencing  upon May 1, 2009 (the third "CPI  Adjustment  Date"),
               the  Basic  Annual  Rent for the HT-1 and H-2  Premises  shall be
               further  increased as provided in Section  48.5(g) below and such
               increase shall be applicable through and including the expiration
               of the  Initial  Term of this  Lease for each of the HT-1 and H-2
               Premises.  For  purposes  of such  adjustment  on the  third  CPI
               Adjustment  Date with respect to the HT-1 and HT-2 Premises,  the
               following shall apply:

               (A)  The  "Base  Month"  for each of the HT-1  Premises  and HT-2
                    Premises be April, 2006; and

               (B)  The "CPI Cap" shall be seven and one-half percent (7.5%).

     (c)  HT-3 Premises.

          (i)  For the  period  from the  Commencement  Date of this  Lease with
               respect to the HT-3 Premises  through and including May 31, 2000,
               Basic  Annual  Rent  for the  HT-3  Premises  shall be the sum of
               $12.444  per square foot of Rentable  Area  thereof per year;  or
               $1.037 per square foot of Rentable Area thereof per month.

          (ii) Commencing June 1, 2000, and continuing through and including May
               31, 2003,  Basic Annual Rent for the HT-3  Premises  shall be the
               sum of $13.20 per square foot of Rentable  Area thereof per year;
               or $1.10 per square foot of Rentable Area thereof per month.

          (iii)Commencing upon June 1, 2003 (the first "CPI  Adjustment  Date"),
               the Basic Annual Rent for the HT-3 Premises shall be increased as
               provided  in Addendum  Section  48.5(g)  below and such  increase
               shall be applicable  through and including May 31, 2006,  for the
               HT-3 Premises.  For purposes of such adjustment on the such first
               CPI  Adjustment  Date  with  respect  to the HT-3  Premises,  the
               following shall apply:

               (A)  The "Base Month" shall be May 2000; and

               (B)  The "CPI Cap" shall be six percent (6%).

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          (iv) Commencing upon June 1, 2006 (the second "CPI Adjustment  Date"),
               the Basic  Annual  Rent for the HT-3  Premises  shall be  further
               increased as provided in Addendum  Section 48.5(g) below and such
               increase shall be applicable through and including the expiration
               of the  Initial  Term of this  Lease for the HT-3  Premises.  For
               purposes of such  adjustment  on the second CPI  Adjustment  Date
               with respect to the HT-3 Premises, the following shall apply:

               (A)  The "Base Month" shall be May, 2003; and

               (B)  The "CPI Cap" shall be seven and one-half percent (7.5%).

     (d)  HT-14  Premises.  For the period  from the  Commencement  Date of this
          Lease with respect to the HT-14  Premises  through and  including  the
          HT-14  Premises  Termination  Date,  Basic  Annual  Rent for the HT-14
          Premises  shall be the sum of $10.484 per square foot of Rentable Area
          thereof per year;  or $0.8736 per square foot of Rentable Area thereof
          per month.

     (e)  R&D 8 Premises.

          (i)  For the  period  from the  Commencement  Date of this  Lease with
               respect to the R&D 8 Premises  through and  including  August 31,
               1999,  Basic Annual Rent for the R&D 8 Premises  shall be the sum
               of $10.44 per square foot of Rentable  Area thereof per year;  or
               $0.87 per square foot of Rentable Area thereof per month.

          (ii) Commencing September 1, 1999 and continuing through and including
               the August 31,  2000,  Basic  Annual  Rent for the R&D 8 Premises
               shall be the sum of  $10.68  per  square  foot of  Rentable  Area
               thereof  per year;  or $0.89 per  square  foot of  Rentable  Area
               thereof per month.

          (iii)Commencing   September  1,  2000,  and  continuing   through  and
               including May 31, 2003,  Basic Annual Rent for the R&D 8 Premises
               shall be the sum of  $13.20  per  square  foot of  Rentable  Area
               thereof  per year;  or $1.10 per  square  foot of  Rentable  Area
               thereof per month.

          (iv) Commencing upon June 1, 2003 (the first "CPI  Adjustment  Date"),
               the Basic  Annual Rent for the R&D 8 Premises  shall be increased
               as provided in Addendum  Section  48.5(g) below and such increase
               shall be applicable  through and including May 31, 2006,  for the
               R&D 8 Premises. For purposes of such adjustment on the such first
               CPI  Adjustment  Date with  respect  to the R&D 8  Premises,  the
               following shall apply:

               (A)  The "Base Month" shall be May 2000; and

               (B)  The "CPI Cap" shall be six percent (6%).

          (v)  Commencing upon June 1, 2006 (the second "CPI Adjustment  Date"),
               the Basic  Annual  Rent for the R&D 8  Premises  shall be further

                                       54
<PAGE>
               increased as provided in Addendum  Section 48.5(g) below and such
               increase shall be applicable through and including the expiration
               of the  Initial  Term of this Lease for the R&D 8  Premises.  For
               purposes of such  adjustment  on the second CPI  Adjustment  Date
               with respect to the R&D Premises, the following shall apply:

               (A)  The "Base Month" shall be May, 2003; and

               (B)  The "CPI Cap" shall be seven and one-half percent (7.5%).

     (f)  R&D 10 Premises.

          (i)  For the  period  from the  Commencement  Date of this  Lease with
               respect to the R&D 10  Premises  through  and  including  May 31,
               2000,  Basic Annual Rent for the R&D 10 Premises shall be the sum
               of $11.17 per square foot of Rentable  Area thereof per year;  or
               $0.9308 per square foot of Rentable Area thereof per month.

          (ii) Commencing  June 1, 2000,  and  continuing  through and including
               November  30,  2002,  Basic  Annual  Rent for the R&D 10 Premises
               shall be the sum of  $12.37  per  square  foot of  Rentable  Area
               thereof  per year;  or $1.031 per square  foot of  Rentable  Area
               thereof per month.

          (iii)Commencing  December 1, 2002 and continuing through and including
               April 30, 2006,  Basic Annual Rent for the R&D 10 Premises  shall
               be the sum of $13.20 per square foot of Rentable Area thereof per
               year or $1.10 per square foot of Rentable Area thereof per month.

          (iv) Commencing  upon May 1, 2006 (the first "CPI  Adjustment  Date"),
               the Basic Annual Rent for the R&D 10 Premises  shall be increased
               as provided in Addendum  Section  48.5(g) below and such increase
               shall be applicable through and including April 30, 2009, for the
               R&D 10  Premises.  For  purposes of such  adjustment  on the such
               first CPI  Adjustment  Date with  respect to the R&D 10 Premises,
               the following shall apply:

               (A)  The "Base Month" shall be April, 2003; and

               (B)  The "CPI Cap" shall be six percent (6%).

          (v)  Commencing upon May 1, 2009 (the second "CPI  Adjustment  Date"),
               the Basic  Annual Rent for the R&D 10  Premises  shall be further
               increased as provided in Addendum  Section 48.5(g) below and such
               increase shall be applicable through and including the expiration
               of the  Initial  Term of this  Lease  with  respect to the R&D 10
               Premises.  For  purposes  of such  adjustment  on the  second CPI
               Adjustment  Date  with  respect  to  the  R&D  10  Premises,  the
               following shall apply:

               (A)  The "Base Month" shall be April, 2006; and

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<PAGE>

               (B)  The "CPI Cap" shall be seven and one-half percent (7.5%).

     (g)  CPI  Increase(s).  Commencing upon each applicable CPI Adjustment Date
          with respect to an applicable Premises, the Basic Annual Rent for such
          Premises  shall be  increased  to reflect any  increase in the cost of
          living  pursuant to the provisions of this Addendum  Section  48.5(g).
          The  adjustment,  if any,  shall be  calculated  upon the basis of the
          United States Department of Labor, Bureau of Labor Statistics Consumer
          Price  Index of Urban  Wage  Earners  and  Clerical  Workers  (Revised
          Series), Subgroup "all items," entitled "Consumer Price Index of Urban
          Wage   Earners   and   Clerical   Workers   (Revised   Series),    Los
          Angeles-Anaheim-Riverside  Average,  (1982-1984 = 100)" (the "Index").
          The Index  published for said subgroup for the  applicable  Base Month
          shall be  considered  the "Base" for purposes of the  adjustment.  The
          Basic  Annual Rent in effect for an  applicable  Premises  immediately
          prior  to  the  applicable  CPI  Adjustment  Date  therefor  shall  be
          increased by the percentage  equal to twenty-five  (25)  multiplied by
          the percentage increase (if any) in the Index published as of the last
          full month  preceding  the  applicable  CPI  Adjustment  Date for such
          Premises over the applicable Base; provided, however, that in no event
          shall the Basic Annual Rent for such  Premises be increased  after any
          such  adjustment  by more  than  the  applicable  CPI Cap for such CPI
          Adjustment Date over the Basic Annual Rent for such Premises in effect
          immediately prior to such adjustment;  provided further, however, that
          in no event shall the Basic  Annual Rent for such  Premises  after any
          such  adjustment  be  less  than  the  Basic  Annual  Rent  in  effect
          immediately  prior to such adjustment,  notwithstanding  the fact that
          the Index may, as of the applicable CPI Adjustment  Date, be less than
          the  "Base."  When the new  Basic  Annual  Rent for such  Premises  is
          determined,  Landlord  shall give Tenant written notice to that effect
          indicating  how the new Basic Annual Rent figure for such Premises was
          computed.

          If at any CPI Adjustment Date there shall not exist the Consumer Price
          Index of Urban Wage Earners and Clerical  Workers  (Revised Series) in
          the same format as recited in this clause,  Landlord shall  reasonably
          and in good faith  substitute  any  official  index  published  by the
          Bureau of Labor  Statistics,  or  successor  or  similar  governmental
          agency,  as  may  then  be in  existence  and  shall  be  most  nearly
          equivalent thereto.

          If any  adjustment  provided for herein shall not have been made as of
          applicable CPI Adjustment  Date,  Tenant shall continue to pay Monthly
          Basic Rent for the  applicable  Premises  at the last rate  applicable
          until Tenant receives Landlord's written notice as to such adjustment.
          Within thirty (30) days after Tenant's  receipt of Landlord's  notice,
          Tenant shall pay to Landlord an amount equal to the new Monthly  Basic
          Rent with respect to such Premises times the number of months from CPI
          Adjustment Date to the date of receipt of Landlord's notice,  less the
          aggregate  amount paid by Tenant on account of Monthly  Basic Rent for
          the same  period  for such  Premises.  Thereafter,  Tenant  shall  pay
          Monthly  Basic  Rent for such  Premises  at the new rate set  forth in
          Landlord's notice.

     (h)  Monthly  Basic  Rent  Abatements/Credits.  Subject  to the  applicable
          provisions of Addendum Sections  48.12(b) and (c) below,  Tenant shall
          receive a monthly  abatement/credit with respect to Monthly Basic Rent
          payable for certain of the Premises as follows:

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<PAGE>

          (i)  With respect to the HT-1,  HT-2, HT-3, R&D 8 and R&D 10 Premises,
               Tenant shall receive an aggregate  abatement/credit on account of
               the  Monthly  Basic  Rent  otherwise  payable  on account of such
               Premises  equal  to  $373,396.00  (the  "Spruce-Up   Allowance").
               Subject to the provisions of Addendum Section 48.12(b) below, the
               Spruce-Up  Allowance shall be credited/applied on the first (1st)
               day of each calendar month towards the Monthly Basic Rent payable
               on  account  of  the  foregoing   specified  Premises  commencing
               January, 2001, until exhausted.  If, for any month, the remaining
               uncredited  Spruce-Up Allowance is insufficient to cover the full
               amount of the  Monthly  Basic Rent  payable  with  respect to the
               foregoing  specified  Premises for such month,  then Tenant shall
               immediately  pay as and when due the full  amount of the  Monthly
               Basic Rent which is not covered by such remaining  balance of the
               Spruce-Up Allowance.

          (ii) With respect to the initial  Premises  covered hereby,  if and to
               the extent  that  Tenant  shall be entitled to and shall elect as
               and when provided in Addendum  Section  48.12(d) below to receive
               the Loan,  then the Loan proceeds  which Landlord is obligated to
               make  available  to  Tenant  pursuant  to such  Addendum  Section
               48.12(c)  shall  be  disbursed  to  Tenant  in  the  form  of  an
               abatement/credit towards the Monthly Basic Rent otherwise payable
               on  account  of the  Premises  on the  first  (1st)  day of  each
               calendar month commencing January, 2002, until exhausted. If, for
               any  month,  the  balance of the  undisbursed  Loan  proceeds  is
               insufficient  to cover the full amount of the Monthly  Basic Rent
               payable with  respect to the Premises for such month,  the Tenant
               shall  immediately  pay as and when due the  full  amount  of the
               Monthly  Basic  Rent  which  is not  covered  by  such  remaining
               undisbursed Loan proceeds.

48.6 Common  Facilities  Expenses.  Notwithstanding  anything to the contrary in
     Article 4 or Exhibit "B" to this Lease, the following shall apply:

     (a)  The following shall not be included in "Building  Operating  Expenses"
          (as defined in Exhibit "B") as to which Tenant pays its  Proportionate
          Share:

          (i)  Costs  to  repair/replace   damaged  windows  due  to  no  fault,
               negligence  or  willful   misconduct   of  Tenant,   its  agents,
               employees,   contractors,   licensees,  invitees,  subtenants  or
               assignees.

          (ii) Costs to  repair/replace  any damaged  finished  floor  coverings
               caused by slab effervescence (i.e., water leaching).

     (b)  With respect to "Building  Operating  Expenses" or "Common  Facilities
          Expenses  determined  by Landlord to  constitute  capital costs (e.g.,
          HVAC units, [except as provided in Addendum Section 48.12 with respect
          to the HT-B Building and Premises]  installation  of new roof membrane
          systems, structural repairs to the roof, foundation or exterior walls,
          and below grading plumbing and sewer  repairs/replacements),  Landlord
          shall  amortize  such costs over the useful life thereof as reasonably
          determined  by  Landlord.   Only  the  amortization  applicable  to  a
          particular  calendar  year shall be  included  in  Building  Operating
          Expenses or Common Facilities Expenses, as the case may be, chargeable
          to Tenant for such calendar year.

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<PAGE>

     (c)  Capital  improvements to the Premises and Common  Facilities  shall be
          made as and  when  required  to  maintain  the  Buildings  and  Common
          Facilities in good condition and reasonably determined by Landlord.

     (d)  Landlord shall cause Landlord's  independent auditing firm, Deloitte &
          Touche LLP, to audit or review annual Total Operating Expenses for the
          Center for each  calendar  year and to issue an opinion or report with
          respect  thereto,  which  opinion or report shall  include a review or
          audit of the  propriety  of the expenses  included in Total  Operating
          Expenses  for  purposes of this Lease and as to which  Tenant pays its
          Proportionate  Share.  For so long as  Landlord  causes  such audit or
          review to be conducted  by a so-called  "Big 5"  accounting  firm or a
          recognized regional  independent auditing firm, copies of the opinions
          or reports of such firm shall be  furnished  to Tenant  upon  Tenant's
          request  therefor and the provisions of subsection (e) below shall not
          apply.

     (e)  As to any calendar  year for which  Landlord does not cause such Total
          Operating  Expenses  to be audited by a so-called  "Big 5"  accounting
          firm or a recognized regional  independent auditing firm, Tenant shall
          have the right to review or audit  Landlord's  books and records  with
          respect  to  Total  Operating  Expenses,  the  propriety  thereof  for
          purposes of this Lease and Tenant's  Proportionate Share thereof,  and
          Landlord  agrees to  cooperate  with any such  audit.  Landlord  shall
          maintain  complete  books and records with respect to Total  Operating
          Expenses for each  calendar year for a period of at least one (1) year
          following the  expiration of such calendar  year. Any such audit shall
          (i) be  commenced  within  one (1) year  after  delivery  to Tenant of
          Landlord's  annual statement of Total Operating  Expenses for any year
          and shall  thereafter be diligently  completed,  (ii) be upon not less
          than thirty  (30) days' prior  written  notice to  Landlord,  (iii) be
          conducted at Landlord's  principal accounting office during Landlord's
          normal  business  hours and (iv) be conducted  by a so-called  "Big 5"
          accounting firm or a recognized regional independent  certified public
          accounting firm, but  specifically  excluding  so-called  forensic CAM
          auditing  firms or other firms whose fees are based upon a  percentage
          of savings or other  similar  financial  incentive.  There shall be no
          more than one  audit of  common  area  expenses  for any year,  and if
          Tenant does not commence an audit of Total Operating  Expenses for any
          year within one (1) year after Tenant's  receipt of Landlord's  annual
          statement of Total  Operating  Expenses  such year such right of audit
          shall be waived with respect to such year. Promptly upon completion of
          such audit,  Tenant shall  furnish to Landlord a copy of any report or
          summary  prepared by Tenant or its employees or agents based upon such
          audit.  In the  event  that,  as  the  result  of  such  audit,  it is
          determined  and agreed that  Tenant's  actual  Proportionate  Share of
          Total  Operating  Expenses  for any year is greater or lesser than the
          amount  previously  paid by Tenant with  respect to such year,  Tenant
          shall pay to Landlord any  additional  amount owing or Landlord  shall
          credit any  overpayment  against the next amounts payable by Tenant to
          Landlord  pursuant  to this Lease,  in either case within  twenty (20)
          days after such  determination  and  agreement.  Tenant  shall pay all
          costs of the audit (including all photocopying charges for copies made
          by or for Tenant or its agents or employees),  unless it is determined
          as a result of such audit that  Tenant has  overpaid  by five  percent
          (5%) or more,  in which case  Landlord  shall pay Tenant's  reasonable
          out-of-pocket  costs of such audit.

          Any  such  audit  shall  be  conducted  in a manner  which  shall  not
          unreasonably  interfere  with  the  normal  operations  of  Landlord's
          accounting  office.  Without limiting the generality of the foregoing,

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<PAGE>

          Landlord may defer any proposed audit for up to thirty (30) days (to a
          mutually acceptable date to Landlord and Tenant's auditor) in order to
          accommodate  other  activities  then  being  conducted  in  Landlord's
          accounting office.

          In the event that, within thirty (30) days after Landlord's receipt of
          a copy of Tenant's  audit  report,  Landlord  and Tenant are unable to
          agree upon any  overpayment or  underpayment  indicated by such report
          (or  that  Tenant's   payments  were  in  the  correct  amount),   the
          dispute/controversy  shall be settled by  arbitration  pursuant to the
          provisions of Addendum Section 48.21.

48.7 Security Deposit/Letter of Credit.

     (a)  Subject to the  provisions of subsection  (b) below,  Article 5 of the
          Lease is hereby supplemented with the following:

          (i)  The  letter of credit  required  by  Article  5 (the  "Letter  of
               Credit") at all times shall be irrevocable and issued in favor of
               Landlord, shall be in the LC Amount and shall be issued by a bank
               approved by  Landlord,  and  authorized  to issue such letters of
               credit.  For  this  purpose,  a major  California  bank  shall be
               acceptable to Landlord.

          (ii) The funds payable under such Letter of Credit shall be payable to
               Landlord  based upon  Landlord's  statement  that: (A) Tenant has
               committed an event of default  under this Lease;  or (B) an event
               or circumstance  has occurred which with notice and/or passage of
               time would  constitute  an event of default by Tenant  under this
               Lease, notwithstanding that transmittal of such notice of default
               by Landlord to Tenant is barred by applicable  law; or (C) Tenant
               has  failed to renew or replace  the Letter of Credit  within ten
               (10 days of the date the Letter of Credit expires;  and shall not
               require  a  signature  or  statement  from any party  other  than
               Landlord.  No  notice  to  Tenant  shall be  required  to  enable
               Landlord to draw upon the letter of credit.

          (iii)Tenant  shall not later than ten (10) days prior to the date such
               Letter of Credit  expires  renew  such  Letter of Credit  (or any
               renewal thereof) for an additional one-year period.

          (iv) The Letter of Credit shall also provide that  following the honor
               of any drafts in an amount less than the aggregate  amount of the
               Letter of Credit,  the  financial  institution  shall  return the
               original Letter of Credit to Landlord and Landlord's rights as to
               the  remaining  amount  of the  Letter  of  Credit  shall  not be
               extinguished.

          (v)  If the financial  institution  from which Tenant has obtained the
               Letter of Credit shall admit in writing its  inability to pay its
               debts generally as they become due, file a petition in bankruptcy
               or a petition to take  advantage of any  insolvency  act, make an
               assignment  for  the  benefit  of its  creditors  consent  to the
               appointment  of a  receiver  of  itself  or of the  whole  or any
               substantial  part of its  property,  or file a petition or answer
               seeking   reorganization   or   arrangement   under  the  Federal
               bankruptcy  laws or any other  applicable  law or  statute of the
               United States of America or any state thereof,  then Tenant shall

                                       59
<PAGE>

               obtain a replacement  Letter of Credit within thirty (30) days of
               such act  from  another  financial  institution  satisfactory  to
               Landlord.

     (b)  So long  as  FileNet  Corporation  is the  tenant  under  this  Lease,
          Landlord  shall  waive  the   provisions  of  Article  5  hereof,   as
          supplemented by Addendum Section 48.7(a) above.

48.8 Maintenance and Repair; Alterations.

     (a)  Notwithstanding anything to the contrary in Article 8 of the Lease:

          (i)  Except in the case of an emergency,  Landlord  shall commence any
               repairs  which  Landlord is required to make pursuant to Sections
               8.2 or 8.3 of the  Lease  within  ten (10)  business  days  after
               Landlord's receipt of written notice of the need therefor. In the
               case of an emergency, Landlord shall make all repairs required to
               be made by Landlord as promptly as  practicable  after receipt of
               oral notice of the need  therefor.  As used herein,  an emergency
               shall  be a  condition  or state  of  facts  posing  a threat  of
               imminent  injury to or death of  persons  or damage to  property.
               Once commenced,  all repairs required to be performed by Landlord
               shall be diligently prosecuted to completion.

          (ii) If Tenant  provides  written  notice to  Landlord  of an event or
               circumstance  which  requires the action of Landlord with respect
               to repair  and/or  maintenance  which is  required  to be made by
               Landlord pursuant to either of such Sections 8.2 or 8.3 and which
               materially  and adversely  affects  Tenant's use of the Premises,
               and Landlord  fails to provide such action within the time period
               provided in clause (i) above, or to diligently prosecute the same
               to completion after commencement thereof, then Tenant may proceed
               to take the required action  following  delivery of an additional
               three (3) business  days' written  notice to Landlord  specifying
               that Tenant will take such required  action if not  undertaken by
               Landlord,  and if such action was required under the terms of the
               Lease to be taken by  Landlord,  then Tenant shall be entitled to
               reimbursement  by  Landlord  of  Tenant's  reasonable  costs  and
               expenses  in taking  such  action  within  thirty (30) days after
               Landlord's  receipt  of an  invoice  from  Tenant of its costs of
               taking  action  which  Tenant  claims  should  have been taken by
               Landlord.   Such   invoice   shall   set   forth   a   reasonably
               particularized  breakdown  of all  such  costs  and  expenses  in
               connection  with  taking such  action on behalf of  Landlord.  If
               Landlord  fails to pay any such  reasonable  costs  and  expenses
               within such thirty (30) days period, Tenant shall not be entitled
               to deduct such costs and expenses  from rent  payable  under this
               Lease, but rather, as Tenant's sole remedy, Tenant may proceed to
               claim a default by Landlord.

          (iii)Any work  undertaken  by Tenant  pursuant  to clause  (ii)  above
               shall be subject to the following:

               (A)  Such work shall not extend to any structural  portion of any
                    Building,  or to any main utility  line(s)  located  outside
                    such Building.

               (B)  In no event  shall  Tenant be  permitted  to enter  into the
                    premises  of any other  tenant in the  Building or Center in
                    connection with such work.

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<PAGE>

               (C)  All such work shall be  diligently  pursued to completion in
                    accordance  with all applicable  laws and shall be conducted
                    in a  manner  which  does  not  interfere  with  the  normal
                    operations of the Center and other tenants thereof.

               (D)  The work undertaken by Tenant shall be the minimum amount of
                    work reasonably  necessary for Tenant to correct or cure the
                    problem or failure of  Landlord to act as was  addressed  by
                    Tenant's notices pursuant to clause (ii) above.

     (b)  Notwithstanding  anything  to the  contrary  contained  in  the  first
          sentence of Section 9.1 of this Lease,  with respect to each  Premises
          and  Building,  Tenant  may,  without  the prior  written  consent  of
          Landlord,  make  any  interior  alterations  therein  so  long as such
          alterations  (i) do not impact or affect any changes to the structural
          portions of such Premises or Building,  (ii) do not materially  affect
          or impact the main  electrical,  plumbing,  mechanical and ventilating
          and air  conditioning  systems of such Premises or Building,  (iii) do
          not affect any change to the  exterior of such  Premises or  Building,
          (iv)  are  consistent  with  the then  existing  improvements  in such
          Premises  approved by Landlord or otherwise  installed or  constructed
          therein  pursuant  to this  subsection  (b)  and  (v) do  not,  in the
          aggregate,  cost more than $0.50 per square foot of  Rentable  Area in
          such Premises in any twelve (12) month period.  Such  alterations  may
          include, by way of example, new paint, wallcoverings, refurbishment of
          floor   coverings  and   replacement  of  fixtures,   furnishings  and
          equipment,  so long as the same are in  compliance  with  clauses  (i)
          through (v) hereof.  It is understood and agreed that the  limitations
          set forth in clause (v) above shall be applied on Building/Premises by
          Building/Premises basis.

     (c)  Notwithstanding  the last sentence of the second unnumbered  paragraph
          of Section 9.1 of this Lease,  Tenant  shall not be required to remove
          any alterations, additions or improvements made or installed by Tenant
          in the Premises which are in existence in the  applicable  Premises as
          of the date of this  Lease  or  which  are  hereafter  constructed  or
          installed  in such  Premises  pursuant  to Article 9 and  Exhibit  "D"
          attached to this Lease and which  Landlord and Tenant agree in writing
          shall not be  required  to be removed in  connection  with  Landlord's
          approval of any such alteration, addition or improvement.

     (d)  The first and second  sentences of the third  paragraph of Section 9.1
          of the  Lease  are  hereby  amended  to read,  in their  entirety,  as
          follows:

               "All  alterations  of or to the Premises  shall be performed in a
               good and workmanlike  manner and all materials used in connection
               therewith  shall be  equal or  better  in  terms of  quality  and
               quantity than Landlord's  Building  Standard  Tenant  Improvement
               items for the  Center.  A copy of  Landlord's  Building  Standard
               Tenant   Improvement   items  for  the  Center  is  available  at
               Landlord's property management office for the Center."

48.9 Hazardous  Materials.  Notwithstanding  anything  to the  contrary  in this
     Lease, including Section 10.3 hereof, the following shall apply:

     (a)  As of the date of execution and delivery hereof:

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          (i)  Landlord has no actual knowledge that any hazardous materials, as
               defined  in  Section  10.3 of this  Lease,  are  present,  or are
               currently being released,  stored,  generated,  transported to or
               from,  or  disposed  of on or  in  the  Premises  or  the  Common
               Facilities of the Center. For purposes hereof, "actual knowledge"
               shall mean the present  actual  knowledge of  Landlord's  on-site
               property manager for the Center,  Messrs. Jeffrey M. Reese and J.
               Barney  Page,  without  investigation  and  without  the  duty to
               investigate  in  any  way  for  the  presence  of  any  hazardous
               materials in or on the Premises. In addition, Tenant acknowledges
               and  accepts   that   Landlord   has  not   conducted   any  such
               investigation  or testing for the purpose of making the foregoing
               representation  and warranty.  Tenant  further  acknowledges  and
               accepts  that  there may be  hazardous  materials  present in the
               Premises  or  Common  Facilities  which  Landlord  has no  actual
               knowledge of as of the date hereof. The foregoing  representation
               and warranty  shall also not extend to any substances of the type
               described in the second  sentence of Section 10.3 and  maintained
               by  Landlord  and  used  in  the  cleaning,   maintenance  and/or
               operation of the Buildings,  the equipment therein or serving the
               Buildings or the Center.

          (ii) Tenant  similarly  has no  actual  knowledge  that any  hazardous
               materials are present,  or are currently being released,  stored,
               generated,  transported  to or from,  or disposed of on or in the
               Premises or the Common  Facilities  of the Center.  For  purposes
               hereof,   "actual   knowledge"  shall  mean  the  present  actual
               knowledge of Messrs.  Ronald Lempert,  and William  Kreidler.  In
               addition,  Landlord  acknowledges and accepts that Tenant has not
               conducted  any such  investigation  or testing for the purpose of
               making the foregoing representation and warranty.  Rather, Tenant
               makes the foregoing representation and warranty on the basis that
               it has exclusively occupied a portion of the Premises pursuant to
               the Old Leases for several  years.  The foregoing  representation
               and warranty  shall also not extend to any substances of the type
               described in the second  sentence of Section 10.3 and  maintained
               by  Tenant  in  accordance  with the  provisions  of such  second
               sentence.

     (b)  Except for any  hazardous  material  condition  caused by Tenant,  its
          employees,  agents and other third parties entering upon the Center at
          the  request  or  invitation  of  Tenant  and/or  for whom  Tenant  is
          responsible  for  pursuant  to such  Section  10.3  (each,  a  "Tenant
          Party"),  Tenant  shall not be  obligated  to pay for or  perform  any
          clean-up  and/or  remove from the Premises or the Center any hazardous
          material condition requiring remediation.

     (c)  Within  180 days  prior to the  expiration  of this  Lease (or  within
          thirty (30) days after any earlier  expiration),  Landlord  may at its
          election retain a hazardous  materials  consultant to conduct a survey
          or  audit of the  applicable  Premises  to  determine  whether  or not
          hazardous materials  introduced by Tenant or any other Tenant Party in
          violation  of Section  10.3 of this Lease are  present in or about any
          Premises.   Tenant  shall  cooperate  fully  with  Landlord  and  such
          consultant in the conduct of any such survey or audit. If the audit or
          survey  discloses  the presence of hazardous  materials  introduced by
          Tenant or any other Tenant  Party in  violation of such Section  10.3,
          the second,  third and fifth  paragraphs  of such  Section  10.3 shall
          apply  to such  hazardous  materials  and  Tenant's  obligations  with
          respect  thereto and Tenant shall reimburse to Landlord the reasonable
          cost of such audit or survey, as additional rent, within ten (10) days
          after Landlord's demand therefor.

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48.10  Holding  Over.  Notwithstanding  anything to  the  contrary in Article 25
       of this Lease, the following shall apply:

     (a)  The phrase "two hundred percent  (200%)"  appearing such Article 25 is
          hereby amended to read "one hundred fifty percent (150%)".

     (b)  If , at the expiration or earlier  termination of this Lease as to any
          Premises, Landlord has not executed a written occupancy agreement with
          a replacement  occupant for such Premises,  then in such event for the
          first ninety (90) days that Tenant holds over after such expiration or
          earlier termination, the basic monthly rental (i.e., the Monthly Basic
          Rent), which shall be payable in advance, shall be one hundred percent
          (100%) of the  Monthly  Basic  Rent in effect  under  this  Lease with
          respect to such  Premises  at the date of such  expiration  or earlier
          termination. Thereafter, the Monthly Basic Rent shall be as determined
          by such Article 25, as modified by subsection (a) above.

     (c)  Nothing  contained in this Addendum Section 48.10 or elsewhere in this
          Lease shall be deemed or construed to constitute Landlord's consent to
          any holding over by Tenant in the  Premises  after the  expiration  or
          earlier termination of this Lease.

48.11  Non-Disturbance and Attornment Agreement.  Notwithstanding the provisions
       of Article 26 of this Lease, the following shall apply:

     (a)  Landlord  shall use  commercially  reasonable  efforts to obtain  from
          Teacher's  Insurance and Annuity  Association  of America,  Landlord's
          current  lender (the "Lender") with respect to the Center an agreement
          in  substantially   the  form  attached  hereto  as  Exhibit  "H"  and
          incorporated  herein by this reference (the "Approved  SNDA").  Tenant
          shall execute,  acknowledge  and deliver to Landlord  counterparts  of
          such Approved SNDA concurrently  with Tenant's  execution and delivery
          of this Lease.  Landlord  shall then forward such  partially  executed
          Approved SNDA to the Lender  concurrent  with  Landlord's  request for
          approval  of this  Lease  pursuant  to  Section  41.2  above and shall
          request that Lender execute and return such Approved SNDA to Landlord.
          Promptly upon obtaining such fully executed and acknowledged  Approved
          SNDA, if at all,  Landlord  shall cause the same to be recorded in the
          Office of the County  Recorder of Orange County,  California and shall
          deliver  to  Tenant a fully  executed  and  acknowledged  copy of such
          Subordination  Agreement bearing the filing stamp of the Orange County
          Recorder.  Nothing  contained herein shall be deemed a representation,
          warranty  or  covenant  by  Landlord  that  Lender  will be willing to
          execute and  acknowledge  the Approved  SNDA or that  Landlord will be
          able  to  obtain  the  same  within  any   particular   time   period.
          Nevertheless,  if  Landlord  is  unable to obtain  such  executed  and
          acknowledged  Approved  SNDA from its Lender  within  thirty (30) days
          after the  execution and delivery of this Lease,  then Tenant,  as its
          sole and  exclusive  remedy,  shall have the right to  terminate  this
          Lease by written  notice to  Landlord  given any time  thereafter  and
          prior to  delivery  to  Tenant  of such  Approved  SNDA  executed  and
          acknowledged by Lender.

     (b)  Notwithstanding  the provisions of Article 26 of this Lease, as hereby
          amended by subsection (a) above,  in no event shall Tenant be required
          to subordinate this Lease as to any future lender's or ground lessor's
          interests,  or to execute  and  deliver  any  subordination  agreement

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          pursuant  to such  Article  26,  nor shall any such  subordination  be
          effective,  unless,  concurrently  therewith,  such  future  lender or
          ground  lessor  shall  execute  and  deliver,  in favor of Tenant,  an
          agreement in substance  substantially  similar to the Approved SNDA or
          in such other form and  substance  as is  reasonably  satisfactory  to
          Tenant and such future lender or ground lessor.

48.12  Improvement of Certain Premises/Allowances.

     (a)  Except as expressly provided in this Addendum Section 48.12,  Addendum
          Sections  48.5(h) and 48.9(a) above,  or elsewhere in this Lease,  (i)
          Tenant  accepts the Premises "AS IS" and after  inspection  by Tenant,
          which  inspection  is confirmed  by Tenant's  signature  hereto,  (ii)
          Tenant  acknowledges  that neither  Landlord nor any agent of Landlord
          has made any  representations or warranty with respect to any Premises
          or the Center or the  suitability  of any for the  conduct of Tenant's
          business, and (iii) Landlord shall have no responsibility either as to
          performance or payment of costs, to improve any Premises for Tenant.

     (b)  Landlord and Tenant  acknowledge  and agree that Buildings 1, 2, 3 and
          10 and the R&D 8 Premises  have been  previously  built-out  by or for
          Tenant (or Tenant's predecessor), but that such Premises and Buildings
          are in need of a cosmetic/decorative  remodeling. In consideration for
          the Basic Annual Rent abatement provided for in clause (i) of Addendum
          Section 48.5(h) above with respect to the HT-1,  HT-2, HT-3, R&D 8 and
          R&D 10 Premises,  and without in any way limiting Tenant's obligations
          to  keep  all of the  Premises  in  first-class  order  and  condition
          pursuant  to Section  8.1 of this Lease,  Tenant  covenants  to spend,
          prior to December 1, 2000,  not less than the  Spruce-Up  Allowance on
          Aggregate  Allowed  Costs of Permanent  Improvements  (as  hereinafter
          defined)  to  Buildings  1,  2, 3 and 10 and the  R&D 8  Premises.  In
          connection with such work ("Tenant's  Spruce-Up  Work"),  Landlord and
          Tenant agree that:

          (i)  "Aggregate  Allowed  Costs"  shall  be  all  out-of-pocket  costs
               actually  incurred  by Tenant in  connection  with the design and
               construction  of the work being  performed by Tenant with respect
               to the applicable Premises,  including,  without limitation,  all
               costs of design,  construction,  installation  and  obtaining all
               governmental  approvals  and permits  with  respect to such work.
               "Permanent  Improvements"  shall mean work  which is  permanently
               attached to the  structure,  shell or interior  components of the
               Building   comprising  such  Premises,   and  includes  permanent
               decorative improvements such as paint, wall coverings, floor tile
               and ceilings. Permanent improvements shall not include furniture,
               furnishings and removable fixtures and equipment

          (ii) Tenant's  Spruce-Up Work shall be allocated  between Buildings 1,
               2, 3 and 10 and the R&D 8 Premises  as  mutually  agreed  upon by
               Landlord and Tenant,  but there shall be no minimum  amount which
               Tenant is required to spend for permanent  improvements as to any
               such Building.

          (iii)Tenant's   Spruce-Up  Work  shall  be  in  accordance   with  the
               applicable  provisions  of this  Lease,  including  Article 9 and
               Exhibit "D" to this Lease and the requirement  that Tenant obtain

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               Landlord's prior written consent with respect to such work as and
               when by such provisions of this Lease.

          (iv) Promptly  upon  completion  of Tenant's  Spruce-Up  Work,  or any
               portion  thereof with a cost of $50,000.00 or more,  Tenant shall
               furnish to Landlord  copies of paid invoices,  paid statements or
               other documentary  evidence  reasonably  satisfactory to Landlord
               evidencing  the  amount  spent by  Tenant  and that  such  amount
               reflects a portion of the  Aggregate  Allowed  Costs of Permanent
               Improvements  to  Buildings  1, 2, 3 and/or 10  and/or  the R&D 8
               Premises, as agreed upon by Landlord and Tenant.

          (v)  If  Tenant  fails to spend  the  entire  Spruce-Up  Allowance  in
               Aggregate  Allowed  Costs  for  Permanent  Improvements  to  such
               Buildings  and/or to  furnish  documentary  evidence  thereof  to
               Landlord  pursuant to clause  (iv) above  prior to  December  20,
               2000, then Tenant's  Spruce-Up  Allowance as provided in Addendum
               Section  48.5(h)  and  this  Addendum   Section   48.12(b)  shall
               automatically  be reduced to that  amount  equal to the lesser of
               (A)  $373,396.00  or (B) the actual  Aggregate  Allowed  Costs of
               Permanent   Improvements  included  in  Tenant's  Spruce-Up  Work
               actually performed by Tenant with respect to the Buildings and as
               to  which  Tenant  has  furnished  to  Landlord  the  documentary
               evidence required by clause (iv) above.

     (c)  With respect to the  improvement  of Building B, the  following  shall
          apply:

          (i)  Landlord and Tenant  acknowledge  that such Building is currently
               occupied  by  another  tenant  of the  Center  and that  upon the
               Commencement  Date  of  this  Lease  with  respect  to  the  HT-B
               Premises,  the  HT-B  Premises  will  need  to be  remodeled  and
               renovated for Tenant's use. As a material  consideration  for the
               execution  and delivery by Landlord of this Lease,  Tenant agrees
               to perform a substantial  remodeling  and  renovation of the HT-B
               Premises.  Such work of  redecorating,  remodeling and renovation
               ("Tenant's  HT-B Work") shall include,  without  limitation,  new
               fixtures, new wall and floor coverings, the Building B Base Work,
               and all other work  necessary  for Tenant's use and  occupancy of
               the HT-B Premises.

          (ii) Tenant's HT-B Work shall be in accordance with the following:

               (A)  Tenant's   HT-B  Work   shall   include   all   design   and
                    architectural  and  engineering  work required in connection
                    with such improvements,  obtaining all governmental  permits
                    and approvals  required in connection  with  construction or
                    installation of such  improvements  and all installation and
                    construction   work   required  in   connection   with  such
                    improvements,     including    all    finish     treatments,
                    wallcoverings, paint and floor coverings.

               (B)  Except as  expressly  provided  in clause  (ii) of  Addendum
                    Section  48.5(h)  above and in clause (iii)  and/or  Section
                    48.12(d)  below,  Tenant's  HT-B  Work  shall  be  the  sole
                    responsibility of Tenant, both as to performance and payment
                    of costs therefor.

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               (C)  Tenant's  HT-B Work shall be  subject  to the prior  written
                    approval  by  Landlord  based  upon the  plans  and  working
                    drawings   prepared  in  accordance   with  the   applicable
                    provisions  of  Article  9 and  Exhibit  "D" to this  Lease.
                    Tenant's  HT-B  Work  shall  be  designed  by  an  architect
                    approved  by  Landlord.   For  purposes  of  the  foregoing,
                    Landlord  hereby  approves MVA, Inc., as Tenant's  architect
                    for Tenant's HT-B Work,  and to the extent  applicable,  for
                    Tenant's  Spruce-Up  Work as  described  in  subsection  (b)
                    above.

               (D)  Without   limiting  the  provisions  of  clause  (C)  above,
                    Tenant's  HT-B Work shall  comply with the working  drawings
                    and  specifications so approved by Landlord,  the applicable
                    provisions of this Lease, and all applicable requirements of
                    all  governmental   authorities  having   jurisdiction  with
                    respect thereto.

               (E)  Without   limiting  the  provisions  of  clause  (C)  above,
                    Tenant's HT-B Work shall be performed in compliance with all
                    rules and  regulations  adopted for the safety,  cleanliness
                    and  good  order of the  Center  and its  occupants  and the
                    prevention of interference with the operations of the Center
                    and its occupants.

               (F)  Tenant's  HT-B  Work  shall  be  (1)   commenced   within  a
                    reasonable period of time following the Commencement Date of
                    this  Lease  with  respect  to the  HT-B  Premises  and  (2)
                    diligently prosecuted to completion once commenced.

               (G)  Except  as   provided  in  the   definition   of  HT-B  Rent
                    Commencement  Date,  there  shall  be no  abatement  of rent
                    payable by Tenant on account of performance of Tenant's HT-B
                    Work or interference with Tenant's use of the balance of the
                    Premises occasioned thereby.

               (H)  Within three (3) days  following  substantial  completion of
                    Tenant's  HT-B  Work,  Tenant's  contractor  and  Landlord's
                    representative  shall conduct a walk-through of the Premises
                    and shall  compile  a  so-called  punch-list  of items to be
                    completed,  repaired or replaced.  Such punch-list  shall be
                    initialed  on behalf of  Landlord  and  Tenant,  and  copies
                    thereof shall be retained by both Landlord and Tenant.  Upon
                    compilation  of such  punch-list,  Tenant shall  perform all
                    work appearing  thereon as promptly as possible,  and in any
                    event within thirty (30) days after the  compilation of such
                    punch-list.  For purposes of this Addendum  Section 48.12(c)
                    and the determination of the HT-B Premises Rent Commencement
                    Date as provided in Addendum  Sections  48.1 and 48.3 above,
                    the  phrases   "substantially   complete"  or   "substantial
                    completion"  shall mean that  Tenant's HT-B Work in the HT-B
                    Premises is complete  to the extent  necessary  to receive a
                    certificate  or  temporary  certificate  of occupancy of the
                    City of Costa Mesa and is otherwise functionally complete in
                    accordance with the approved plans therefor  notwithstanding
                    that minor punch-list items remain to be complete.

          (iii)  In connection with  Tenant's  HT-B  Work in the HT-B  Premises,
               Landlord  shall  provide to Tenant a cash tenant  allowance  (the
               "Cash  Allowance")  equal  to the  lesser  of (A)  the sum of (1)
               $20.00,   times  the  Rentable  Area  of  the  HT-B  Premises  as
               determined  pursuant to Addendum Section 48.3 above, plus (2) the
               Building B Base Work Allowance or (B) the Aggregate Allowed Costs

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               of Permanent  Improvements (as such terms are defined in Addendum
               Section 48.12(b) above) to the HT-B Premises included in Tenant's
               HT-B Work.

               Landlord  shall  disburse  the Cash  Allowance  to Tenant  within
               twenty  (20) days after the last to occur of:  (aa)  delivery  by
               Tenant of evidence  reasonably  satisfactory to Landlord that all
               costs of  Tenant's  HT-B Work have been paid in full and no claim
               of any  mechanic  or  materialmen  may  become a lien on the HT-B
               Premises,  (bb)  delivery by Tenant of evidence  satisfactory  to
               Landlord  as  to  the   Aggregate   Allowed  Costs  of  Permanent
               Improvements to the HT-B Premises included in Tenant's HT-B Work,
               (cc) delivery by Tenant of a copy of a Notice of Completion  with
               respect to Tenant's HT-B Work showing thereon the recording stamp
               of the  Orange  County  Recorder,  (dd)  delivery  by  Tenant  to
               Landlord of a Certificate  or Temporary  Certificate of Occupancy
               issued  by the  City of  Costa  Mesa  with  respect  to the  HT-B
               Premises,  and (ee) evidence reasonably  satisfactory to Landlord
               that  Tenant's  HT-B Work is complete and that the  punchlist has
               been completed.

     (d)  In  addition  to the Cash  Allowance  for  Tenant's  HT-B Work and the
          Spruce-Up  Allowance for the Spruce-Up Work, if the Aggregate  Allowed
          Costs of Permanent  Improvements included in either the Spruce-Up Work
          and/or  Tenant's  HT-B  Work  exceeds,   respectively,  the  Spruce-Up
          Allowance determined pursuant to Addendum Section 48.5(h) above or the
          Cash   Allowance   determined   pursuant  to  subclause   (iii)(A)  of
          subsection(c)  above,  then,  subject  to the  terms of this  Addendum
          Section  48.12(d),  Landlord agrees to loan Tenant up to the lesser of
          (the  "Maximum  Loan  Amount") (A) the amount by which such  Aggregate
          Allowed Cost of Permanent Improvements included in such Spruce-Up Work
          and/or  Tenant's  HT-B Work  exceeds the  respective  amount,  and (B)
          $500,000.00.  Upon the written  request of Tenant to Landlord given at
          any time prior to December 31, 2001,  and provided  that Tenant's HT-B
          Work and/or  Spruce-Up  Work for which such  additional  loan is being
          requested has been completed and either concurrently with such request
          or prior thereto  Landlord has received all of the items  specified in
          clause (iii) of subsection (c) above as a prerequisite to disbursement
          of the Cash Allowance with respect to Tenant's HT-B Work and/or clause
          (v) of  subsection  (b) above with respect to the  Spruce-Up  Work and
          Spruce-Up  Allowance,  as  applicable,  then  Landlord  shall  make  a
          one-time  loan to Tenant  equal to the lesser of amount  requested  by
          Tenant in its notice to  Landlord  or the  Maximum  Loan  Amount.  The
          amount so loaned pursuant to this Addendum  Section  48.12(d) shall be
          referred  to herein as the  "Loan."  Such Loan shall be in  accordance
          with the following:

          (i)  Disbursement  of the Loan proceeds shall be in the form of a rent
               credit/abatement  as provided in clause (ii) of Addendum  Section
               48.5(h) above, rather than in the form of cash.

          (ii) From and after the date of  disbursement  of any portion the Loan
               in the form of a rent  credit/allowance  pursuant  clause (ii) of
               Addendum  Section  48.5(h) above (i.e.,  on the first day of each
               applicable  month),  such Loan shall bear interest at the rate of
               ten  percent  (10%) per annum and  interest  shall be  calculated
               separately for each  disbursement  of Loan proceeds from the date
               of  disbursement  thereof.  The repayment of the Loan and accrued
               interest thereunder shall be made as follows:

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               (A)  Interest  shall  accrue but not be payable  through the date
                    that the last of the Loan proceeds are disbursed in the form
                    of a rent  credit/allowance  pursuant to clause (ii) of such
                    Addendum Section 48.5(h).

               (B)  Commencing  on the  first  (1st) day of the  calendar  month
                    following the last disbursement of the Loan proceeds, and on
                    the first  (1st) day of each month  thereafter  through  the
                    expiration of the Initial Term of this Lease with respect to
                    the HT-B  Premises,  Tenant  shall  pay,  in  equal  monthly
                    installments,  as additional rent pursuant to this Lease, an
                    amount  sufficient  to pay all  principal  and  all  accrued
                    interest  on the  Loan.  The  amount of such  equal  monthly
                    installment   payments   shall  be  determined  by  Landlord
                    following  the  final  disbursement  of Loan  proceeds,  and
                    Landlord  shall  notify  Tenant in writing as to such amount
                    and  the  method  of  calculation  in  accordance  with  the
                    foregoing at least ten (10) days prior to the first  monthly
                    installment payment date. All accrued and unpaid interest on
                    the Loan and all unpaid  principal  thereof shall be due and
                    payable in full on the  expiration  of the  Initial  Term of
                    this Lease with respect to the HT-B Premises.

               (C)  Notwithstanding  anything to the contrary above,  the entire
                    then  unpaid  principal  balance of the Loan and all accrued
                    and unpaid interest thereon shall be due and payable in full
                    upon the first to occur of:

                    (1)  Any early termination of this Lease with respect to any
                         Premises  pursuant to the  provisions of Articles 17 or
                         18 hereof.  Upon any termination of this Lease pursuant
                         to any such Article,  Landlord  shall have the right to
                         seek  recovery  of  such  unpaid  balance  against  any
                         insurance or condemnation  proceeds  payable to Tenant,
                         and Tenant hereby assigns its interest in such proceeds
                         to Landlord  up to the full amount of such  proceeds or
                         the then unpaid  principal  balance of the Loan and all
                         accrued  and  unpaid  interest  thereon,  whichever  is
                         lesser.  Exhaustion of such proceeds shall not limit or
                         defeat  Tenant's  liability  to repay to  Landlord  any
                         remaining  balance of the Loan and all accrued interest
                         thereon.

                    (2)  An  assignment  of  Tenant's  interest in this lease in
                         which  Landlord has consented (in its sole  discretion)
                         to the release of FileNet  Corporation  from  liability
                         under this Lease  accruing from and after the effective
                         date of such  assignment.  Notwithstanding  anything to
                         the  contrary  in  this  Lease,  Landlord  may  require
                         repayment in full of the entire  unpaid  balance of the
                         Loan and all accrued and unpaid  interest  thereon as a
                         condition  to  any  consent  by  Landlord  to  such  an
                         assignment   and  release  of   liability   of  FileNet
                         Corporation.

                    (3)  The  occurrence  of a default by Tenant,  as defined in
                         Article 19 of this Lease. Upon the occurrence of such a
                         default,  Landlord  may  seek  to  recover  the  unpaid
                         balance of the Loan and all accrued and unpaid interest
                         thereon  in  any  unlawful  detainer  or  other  action
                         instituted by Landlord upon such default.  Such balance
                         and such  interest  shall be deemed due and  payable in
                         full upon the  occurrence  of such  default  and may be
                         recovered in such action as if additional rent.

               (D)  Failure of Tenant to pay any amount due under this  Addendum
                    Section 48.12(d) when due shall be deemed a default pursuant

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                    to this Lease with respect to the payment of additional rent
                    due under this  Lease.  In such  event,  upon  giving of the
                    notice  required in Section  19(b) of this Lease and failure
                    of  Tenant  to  pay  such  unpaid  amount  within  the  time
                    provided, the entire then unpaid balance of the Loan and all
                    accrued and unpaid interest thereon shall be due and payable
                    in full and the unpaid  principal  balance shall continue to
                    bear interest at the rate provided in this Addendum  Section
                    48.12(d)  until payment in full.  Upon the occurrence of any
                    such  default,  Landlord  shall be entitled to exercise  all
                    remedies  available  to  a  landlord  against  a  defaulting
                    tenant,  including  but not  limited  to those  provided  in
                    Article 20 of this Lease.

               (E)  The early  termination  of this  Lease  shall not  defeat or
                    diminish the  obligation  of Tenant to repay to Landlord the
                    Loan and all accrued  and unpaid  interest  thereon.  In the
                    event of a termination prior to repayment of the entire Loan
                    and all  accrued  and unpaid  interest  thereon,  the entire
                    unpaid  principal  balance of the Loan and all  accrued  and
                    unpaid interest  thereon shall be paid in full within thirty
                    (30) days after such early termination.

               (F)  It is the intention of Landlord and Tenant that the interest
                    payable  by Tenant  with  respect to the Loan not exceed the
                    maximum  interest  which  Landlord  is legally  entitled  to
                    collect pursuant to the applicable  usury law.  Accordingly,
                    should it ever be determined by a final  decision of a court
                    of competent  jurisdiction  that the interest paid by Tenant
                    exceeds that which  Landlord is legally  entitled to collect
                    then (aa) any  interest  actually  collected  by Landlord in
                    excess of the amount which  Landlord is legally  entitled to
                    collect shall be applied to reduce the  principal  amount of
                    the Loan,  (bb) from and after  such  determination,  future
                    interest  payable  with respect to the Loan shall be reduced
                    to that  amount or rate which it is  determined  Landlord is
                    legally  entitled to collect and (cc) if all  principal  and
                    interest  with  respect  to the Loan shall have been paid by
                    Tenant,  Landlord shall promptly  refund to Tenant an amount
                    equal to the amount of interest which has been determined to
                    be in excess of the  amount  which  Landlord  could  legally
                    collect with respect to the Loan.

48.13  Brokers.  Notwithstanding   anything  to  the  contrary  in Article 38 of
     this Lease, Landlord and  enant agree  that the  broker  identified  in the
     applicable  Basic Lease Provision ("CB Richard Ellis") was retained by both
     Landlord and Tenant. In connection therewith, Landlord shall be responsible
     for a broker's  commission  to CB Richard  Ellis in an amount not to exceed
     $100,000 ("Landlord's Share"), which Landlord's Share shall be payable only
     at such time and upon such other terms as Landlord and CB Richard Ellis may
     agree (or have  agreed) in writing.  Any broker's  commission  or other fee
     payable to CB Richard Ellis in connection with the transaction contemplated
     hereby in excess of Landlord's Share shall be Tenant's sole  responsibility
     and the indemnification  obligations of Tenant contained in such Article 38
     shall  include  the  obligation  to  defend,  indemnify  and hold  harmless
     Landlord from and against all claims, causes of action and proceedings, and
     against all  liabilities,  costs  (including  attorneys'  fees and costs of
     defense),  expenses and damages incurred or awarded  therein,  which may be
     instituted by CB Richard Ellis for monies in excess of Landlord's  Share or
     by any other by any broker, agent or finder,  claiming through, under or by
     reason of the conduct of Tenant in connection with this Lease

48.14  Declaration. Landlord covenants and agrees with Tenant as follows:

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     (a)  So long as C. J.  Segerstrom & Sons ("CJS") is both the landlord under
          this Lease and declarant  under the Declaration (as defined in Section
          43.5), CJS will exercise its rights as declarant under the Declaration
          consistently with its obligations as landlord under this Lease.

     (b)  In the event  that CJS  transfers  its rights as  declarant  under the
          Declaration,  CJS shall obtain a written  agreement of such transferee
          that such transferee  shall exercise its rights as declarant under the
          Declaration  consistently  with the  obligations of the landlord under
          this Lease.

48.15  Parking.

     (a)  From and after the  applicable  Commencement  Date of this  Lease with
          respect  to each  Premises  (as  applicable)  through  the  applicable
          Expiration Date with respect to each Premises (as applicable),  Tenant
          shall  have the right  pursuant  to  Article 44 of this Lease and this
          Addendum  Section  48.15  to the  non-exclusive  use of the  following
          numbers of Allocated Parking Spaces at the Center with respect to each
          Building (or with respect to Building 8, the R&D 8 Premises  forming a
          part thereof):

                Building B                   280   spaces
                Building 1             -     230   spaces
                Building 2             -     230   spaces
                Building 3             -     200   spaces
                R&D 8 Premises         -      12   spaces
                Building 10            -      41   spaces
                Building 14            -     240   spaces
                                            -------------
                              Total          993  spaces (See explanation
                                                  of total below).

          Such  Allocated  Parking  Spaces are on a  non-exclusive  basis in the
          Parking Areas of the Center.  The Allocated  Parking Spaces applicable
          to each Building and Premises shall be automatically  removed from the
          Allocated  Parking Spaces to which Tenant is entitled under this Lease
          upon the expiration or earlier  termination of this Lease with respect
          to any such Building/Premises.  In addition, Tenant's right to use the
          Allocated   Parking   Spaces   with   respect  to  Building  14  shall
          automatically  terminate  upon the HT-B  Rent  Commencement  Date.  As
          result,  at no time will Tenant's total Allocated  Parking Spaces with
          respect to the  Buildings/Premises  described  above  exceed 993 total
          Allocated Parking Spaces.

     (b)  The Allocated  Parking Spaces for the HT-B Building are  approximately
          located  within the area  cross-hatched  and  identified  as the "HT-B
          Parking  Field"  on the site  plan of the  Center  attached  hereto as
          Exhibit  "A";  provided,  however,  that in no event  shall  Tenant be
          entitled  to park in more than the  Allocated  Parking  Spaces for the
          HT-B Building within the HT-B Parking Field , notwithstanding that the
          "HT-B  Parking  Field"  contains  more  than 280  parking  spaces.  In
          addition,  all such parking by Tenant  within the HT-B  Parking  Field
          shall at all times be on a non-exclusive basis.

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48.16  Signage.  By its  signature  hereto, Landlord approves  all  of  Tenant's
       exterior signs on the Premises in place as of the date of this Lease.

48.17  Tenant Not  Occupying  Entire Building.  Landlord and  Tenant acknowledge
     that the  preceding  provisions  of this Lease  contemplate occupancy of an
     entire Building  by a single  tenant,  and that  the R&D 8  Premises  which
     Tenant occupies constitute only a portion of a  Building.   Accordingly, as
     respects the R&D 8 Building (and any other  Premises which  constitute less
     than an entire Building) the following shall apply:

     (a)  Premises.  The term  "Premises"  with respect  thereto  shall mean all
          areas within such  Premises  except the inside  surfaces of all walls,
          windows and doors bounding such Premises  (including exterior building
          walls)  and any space in or  adjacent  to such  Premises  for  shafts,
          stacks,  pipes,   conduits,   fan  rooms,  ducts,  electric  or  other
          utilities, sinks or other building facilities, and the use thereof, as
          well as access  thereto  through  such  Premises  for the  purpose  of
          operation,   maintenance,   decoration,  renovation  and  repair,  are
          reserved to Landlord.  Landlord may install,  use and maintain  pipes,
          ducts and conduits  within the  demising  walls,  bearing  columns and
          ceilings of such Premises.

     (b)  Payment of Taxes.  The  following  new  Section  7.6 shall be added to
          Article 7 of this Lease:

          "7.6 In the event that real property taxes and other taxes, as defined
               in Sections 7.1 and 7.2,  are not levied and assessed  separately
               and directly to Tenant, then the following shall pertain:

               "(a) With  respect to real  property  taxes,  Tenant shall pay to
                    Landlord   that   portion   thereof   equal  to  the   taxes
                    attributable  to the land underlying the Building and to the
                    Building itself,  multiplied by a fraction, the numerator of
                    which  is  the  Rentable   Area  of  the  Premises  and  the
                    denominator of which is the Rentable Area of the Building.

               "(b) Those  other  taxes   described  in  Sections  7.1  and  7.2
                    (including  those  applicable  to  the  Building)  shall  be
                    allocated  to and paid by Tenant in the manner  provided  in
                    Section 7.3. For the purposes of this Section 7.6:

                    "(i) Section 7.3 shall, to the extent  inconsistent with the
                         provisions  of this Section 7.6, be  superseded by this
                         Section 7.6.

                    "(ii) Section  7.4 shall  not  apply to any taxes  which are
                         apportioned or allocated pursuant to this Section 7.6.

                    "(iii) Tenant's   portion  of   all  taxes   apportioned  or
                         allocated pursuant to this Section 7.6 shall be paid by

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                         Tenant  to  Landlord  within  thirty  (30)  days  after
                         Tenant's  receipt of  Landlord's  statement  or invoice
                         therefor."

               (c)  Maintenance  and  Repair.   For  purposes  of  Section  8.2,
                    Landlord shall maintain,  repair and insure all areas of the
                    Building,  if any, not leased or held for lease to a tenant,
                    including  the  areas  reserved  to  Landlord   pursuant  to
                    subsection (a) above.

               (d)  Payment and Adjustment of Operating  Expenses - Exhibit "B".
                    The following is hereby inserted at the end of clause (i) of
                    Paragraph 1(a) of Exhibit "B" to the Lease:

                    "; provided,  however, that such wages, salaries, etc. shall
                    be included  only to the extent that such costs and expenses
                    are  attributable  to time  spent by such  employees  in the
                    operation  and  maintenance  of the  Building.  If any  such
                    employee  also  performs  services  with  respect  to  other
                    buildings in the Center or for other  property  owned by the
                    Landlord,  then only that portion of such costs and expenses
                    attributable  to the Building as  reasonably  determined  by
                    Landlord  shall be included in Building  Operating  Expenses
                    for purposes of this clause (i)."

48.18  Security Measures.  Tenant hereby acknowledges that the rental payable to
     Tenant  hereunder  does not  include  the cost of  guard  service  or other
     security measures, and that Landlord shall have no obligation whatsoever to
     provide the same. Tenant assumes all  responsibility  for the protection of
     Tenant, its employees, agents and invitees from acts of third parties.

48.19  Right of First Negotiation.  During the Term of this Lease (including any
     Additional Term), Tenant shall have the right of first negotiation to lease
     any single or contiguous  space located within the Center which contains in
     the aggregate  10,000 or more square feet of Rentable Area  (including  any
     new building to be constructed on the Expansion  Area, if and to the extent
     Landlord has not previously  sold such  Expansion  Area to an  unaffiliated
     third  party  separately  from the  balance of  Landlord's  interest in the
     Center) (collectively,  the "First Negotiation Space"). Such right of first
     negotiation shall be upon the following terms and conditions:

     (a)  If Landlord receives an  offer/proposal  from a third party to lease a
          First  Negotiation  Space which is  "available  for lease," as defined
          below,   Landlord  shall,   prior  to  accepting  or  countering  such
          proposal/offer, notify Tenant in writing of such fact, the identity of
          the First  Negotiation  Space and the terms  upon  which  Landlord  is
          willing to lease such First Negotiation Space to Tenant. The foregoing
          described  notice shall contain at least the  information set forth in
          subsection (b) below.  As used herein,  the term "available for lease"
          means that the current lease for any First Negotiation  Space, if any,
          is (1) expiring or has expired without an agreed  extension or renewal
          or without the parties'  continuing  active  negotiations  for such an
          extension  or  renewal  or (2) is  being  or has  been  terminated  by
          agreement  of  the  parties   thereto  or  by  court  order.  A  First
          Negotiation Space shall not be deemed to be "available for lease" upon
          the expiration of the existing lease term with respect  thereto if the

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          tenant of such building  continues in occupancy  pursuant to an option
          set forth in such lease or an agreed upon  extension or renewal of the
          existing term.

     (b)  The  notice  to be  provided  by  Landlord  to  Tenant  as to a  First
          Negotiation Space (the "Offer Notice") for which Landlord has received
          a proposal as provided in subsection (a) above shall:

          (i)  Identify the First Negotiation Space;

          (ii) Specify  the  approximate  target  commencement  date  of a lease
               therefor;

          (iii)Set forth the rent and term which Landlord  proposes to offer the
               First  Negotiation  Space to Tenant,  and the  Allocated  Parking
               Spaces  with  respect  to such  First  Negotiation  Space with an
               identification  of any such  Allocated  Parking  Spaces,  if any,
               which would be for the exclusive use of Tenant; and

          (iv) Set  forth  any  other  business  terms  which  are  specific  to
               Landlord's  proposed leasing of such First  Negotiation  Space to
               Tenant.

     (c)  For a period of fifteen (15) days after Tenant's receipt of Landlord's
          Offer Notice with respect to any First Negotiation Space, Tenant shall
          have the right to  negotiate  with  Landlord to reach  agreement  with
          respect to a lease of any such First  Negotiation  Space. In the event
          that  Landlord  and Tenant reach an  agreement  with respect  thereto,
          Landlord shall prepare and Landlord and Tenant shall promptly  execute
          and deliver an amendment  to this Lease adding such First  Negotiation
          Space to the Premises  pursuant to this Lease.  Such First Negotiation
          Space shall be added to the  Premises and Tenant shall hold and occupy
          the same upon the terms so agreed to by  Landlord  and Tenant and upon
          those provisions of this Lease not inconsistent with such agreement.

     (d)  In the event that Landlord and Tenant are unable to agree upon a lease
          for any such First Negotiation Space upon such terms and conditions as
          are  satisfactory  to each party in its sole and  absolute  discretion
          within the fifteen (15) day period set forth in subsection  (c) above,
          then for a period of one hundred eighty (180) days from and thereafter
          (the  "Initial  180 Day Period")  Landlord  shall be free to offer the
          space to third parties (or to accept an offer or make a counter offer,
          as  applicable)  upon such terms as Landlord  shall  determine  and to
          thereafter negotiate with such third party or parties to reach a lease
          upon any terms  acceptable  to Landlord  and such third party  tenant.
          Provided, however, that if the Effective Rent (as hereinafter defined)
          agreed  upon by  Landlord  and such  third  party  for any such  First
          Negotiation Space is less than eighty-five percent (85%) of the lowest
          Effective   Rent   offered  by  Landlord  to  Tenant  for  such  First
          Negotiation  Space  (whether  in  the  Offer  Notice  or  pursuant  to
          Landlord's  negotiations  with  Tenant  during  the  fifteen  (15) day
          negotiation  period  provided in subsection (c) above),  then Landlord
          shall  be  obligated  to  provide  Tenant  with  a  new  Offer  Notice
          specifying  the  information  provided in subsection (b) above and the
          Effective  Rent to which  Landlord  proposes to lease the same to such
          third  party(ies).  In such event,  Tenant  may, by written  notice to
          Landlord  within  five (5) days  after  Tenant's  receipt  of such new
          notice,  unequivocally elect to lease and add to the Premises all (but

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          not  part)  of  such  First  Negotiation  Space  upon  the  terms  and
          conditions  set forth in such new  Offer  Notice.  In the  event  that
          Tenant declines to lease and add such First  Negotiation  Space to the
          Premises  as  described  in  Landlord's  new Offer  Notice or fails to
          respond to the same within such five (5) day period, then for a period
          of one hundred eighty (180) days after the expiration of such five (5)
          day period (the  "Second 180 Day  Period")  Landlord  shall be free to
          offer the space to third parties (or accept an offer or make a counter
          offer,  as  applicable)  upon any terms  acceptable to Landlord and to
          thereafter negotiate with such third party or parties to reach a lease
          upon any  terms  acceptable  to  Landlord  and such  third  party(ies)
          tenant,  regardless whether the Effective Rent is eighty-five  percent
          (85%) or less of the lowest  Effective Rent  previously  offered to or
          negotiated with Tenant by Landlord for such First  Negotiation  Space.
          For  purposes  of this  subsection,  "Effective  Rent"  shall mean the
          aggregate  of (i)  the  basic  annual  rent  (including  any  periodic
          increases  therein)  and  (ii)  additional  rent for  Total  Operating
          Expenses (including HVAC maintenance) and real property taxes, in each
          case  payable for such  applicable  First  Negotiation  Space over the
          initial stated term of the proposed lease (i.e.,  excluding any option
          or renewal  terms  therefor),  less (iii) the dollar value of any rent
          concession(s)/  abatement(s)  to be provided by Landlord in connection
          with such proposed lease,  other than rent  concessions/abatements  in
          lieu of tenant improvement allowances.

     (e)  Notwithstanding  anything  to the  contrary in this  Addendum  Section
          48.19, the following shall apply:

          (i)  Landlord  shall be under no obligation to provide Tenant with any
               notice  with  respect  to any First  Negotiation  Space nor shall
               Tenant  be  entitled  to  negotiate  for a lease  for  the  First
               Negotiation  Space at any time during  which Tenant is in default
               (i.e.,  beyond any applicable  notice and cure period) under this
               Lease. Moreover,  nothing contained herein shall require Landlord
               to hold any such  First  Negotiation  Space  off the  market  for
               leasing  to third  parties  pending a cure by Tenant of a default
               pursuant to this Lease.

          (ii) If  Landlord  offers  a First  Negotiation  Space  to  Tenant  as
               provided  herein  and  Landlord  and  Tenant  are unable to reach
               agreement  on a lease with respect to the same within the fifteen
               (15) day period  provided in subsection  (c) above,  and Landlord
               thereafter  enters into a lease of such First  Negotiation  Space
               with a third party or  parties,  the  exercise  by the  tenant(s)
               thereunder  of any  extension  option(s)  contained  in any  such
               lease(s) shall not give rise to any rights of Tenant  pursuant to
               this  Addendum  Section or require  Landlord to make any offer of
               any  space  to  Tenant  upon the  exercise  by such  third  party
               tenant(s) of any such extension option(s).

          (iii) The rights of Tenant  pursuant  to this  Addendum Section  48.19
               shall be  subject  to all  leasehold  rights  including,  without
               limitation,   all  expansion  rights,  option  rights  and  first
               refusal,  notice,  negotiation  or other offer rights held by any
               other  tenant or occupant of the Center with  respect to any such
               First Negotiation Space as of the date of this Amendment.  In the
               event  that any other  person or entity  holds any  rights of the
               type  specified  in this clause  (iii) with  respect to any First
               Negotiation Space,  Landlord shall be required to give, as to any
               such First Negotiation Space, the notice and right of negotiation
               specified herein with respect to such space only after such right
               expires or is terminated,  such person or entity  declines (or is
               deemed to have declined) to exercise such right or such person is
               not entitled to exercise  such right,  in each case as determined

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               in good  faith  by  Landlord.  As of the  date  hereof,  the only
               tenants of the Center holding any rights of the type specified in
               this clause (iii) with respect to any First Negotiation Space are
               Apria  Healthcare,  Inc.  and Emulex  Corporation  (and/or  their
               successors and assigns) and such rights are briefly  described as
               follows:

               (A)  Apria has a right of first refusal to lease those  buildings
                    in the Center  commonly  known as Research  and  Development
                    Building No. 3 through 8, inclusive.

               (B)  Emulex  Corporation has the right to lease between 10,000 to
                    20,000  square  feet  of  Rentable  Area  in the  Center  by
                    providing  notice  to  Landlord  between  October  2001  and
                    February 2002.

          (iv) Any First  Negotiation Space shall be delivered to Tenant "AS IS"
               and  Landlord  shall  have  no   responsibility,   either  as  to
               performance  or payment of costs,  to  remodeling or renovate the
               First  Negotiation  Space for Tenant's  use,  except as otherwise
               expressly agreed to by Landlord in its sole discretion.

     (f)  In the event that Landlord and Tenant are unable to agree upon a lease
          for any  applicable  First  Negotiation  Space,  then,  regardless  of
          whether  Landlord  has  entered  into  a  new  lease  for  such  First
          Negotiation  Space with a third  party(ies),  is actively  negotiating
          with a third  party or parties  for a lease of such First  Negotiation
          Space or continues to market such First  Negotiation  Space for lease,
          during  the  Initial  180 Day  Period or  Second  180 Day  Period,  as
          applicable, as provided in Addendum Section 48.19(d) above, such First
          Negotiation Space shall not be deemed available for lease for purposes
          of Tenant's Expansion Option pursuant to Addendum Section 48.20 below,
          unless  Landlord  elects to treat such  particular  First  Negotiation
          Space  as  available  for  such  purposes  in its  sole  and  absolute
          discretion.  The foregoing shall not, however,  be deemed or construed
          to limit Tenant's Expansion Option with respect to any other available
          Expansion  Space in the Center as provided in Addendum  Section  48.20
          below.

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48.20  Expansion Rights.

     (a)  Provided that (1) Tenant is not in default beyond any applicable  cure
          period  under this Lease  either at the date of  exercise  or the date
          when the Term of this Lease with  respect to any  Expansion  Space (or
          New Building  Space,  if  subsection  (c) below is  applicable)  would
          otherwise  commence and (2) the Tenant named in the  applicable  Basic
          Lease  Provision  or an  assignee  permitted  without  the  consent of
          Landlord  is the tenant  under this  Lease,  then,  in addition to the
          rights  afforded to Tenant  pursuant to Addendum  Section 48.19 above,
          Tenant shall have a continuing option (each, an "Expansion Option") to
          expand the  Premises  by adding upon  exercise of each such  Expansion
          Option,  if at all, not less than 40,000  square feet of Rentable Area
          within the Center (the "Expansion Space").  Each such Expansion Option
          shall be  exercised,  if at all, by written  notice to Landlord  given
          prior to December  31, 2003 and shall  specify,  within the limits set
          forth above, the approximate  size of the applicable  Expansion Space;
          provided,  however,  that in no event  shall  Tenant  be  entitled  to
          exercise an Expansion Option more than one time during any consecutive
          six (6) month  period.  In addition,  the  provisions of this Addendum
          Section 48.20 shall have no further force or application to this Lease
          after  December 31, 2003,  except with respect to any Expansion  Space
          (or New Building  Space,  if subsection (c) below is applicable) as to
          which  Tenant has properly  and timely  exercised an Expansion  Option
          prior to December 31, 2003.

     (b)  If Tenant is entitled to exercise  such option and timely and properly
          does so, then the following shall pertain:

          (i)  Unless the provisions of subsection  (c) below shall apply,  such
               Expansion Option shall be subject to the availability  during the
               Availability  Period (as  hereinafter  defined)  of an  Expansion
               Space  within  the  existing  buildings  in  the  Center  of  the
               approximate  aggregate  size  specified  in  Tenant's  notice  of
               exercise.  For this purpose,  the  "Availability  Period" for any
               Expansion  Option shall be the period  commencing  on the date of
               Tenant's  exercise  of such  Expansion  Option and  expiring  two
               hundred seventy (270) days thereafter,  and space availability in
               the Center  shall take into account any then  existing  leases of
               space in the Center or any other  pre-existing  space rights held
               by other tenants in the Center.

          (ii) Within  fifteen (15)  business days after  Landlord's  receipt of
               Tenant's  notice of exercise  of an  Expansion  Option,  Landlord
               shall notify Tenant in writing whether there is or will be during
               the applicable  Availability  Period an available Expansion Space
               within the  existing  buildings  in the  Center of the  aggregate
               approximate  size  specified by Tenant and, if so, shall identify
               the available Expansion Space and the Rentable Area thereof.  For
               the purposes of this  subsection,  "approximate  size" shall mean
               space with a Rentable Area not less than eighty  percent (80%) of
               the Rentable  Area  specified by Tenant in its notice of exercise
               and located  within not more than two (2) buildings in the Center
               and provided  that the Rentable Area in each such building is not
               less  than  10,000  square  feet.  If there is no such  available
               Expansion  Space of the aggregate  approximate  size specified by
               Tenant  within the existing  buildings  of the Center  during the
               applicable  Availability  Period, such exercised Expansion Option
               shall lapse,  unless the provisions of subsection (c) below shall
               apply. No such lapsing of an exercised  Expansion  Option for any

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               applicable   Expansion  Space  shall  affect  Tenant's  right  to
               exercise  future   Expansion   Options  for  Expansion  Space  in
               accordance with the provisions of this Addendum Section 48.20.

          (iii) If there  is an  available  Expansion  Space  of  the  aggregate
               approximate   size   specified  by  Tenant  within  the  existing
               buildings  in  the  Center  during  the  applicable  Availability
               Period, then the following shall pertain:

               (A)  The applicable Expansion Space shall be added as part of the
                    Premises  and shall be upon all of the terms and  conditions
                    of this Lease except as specified in the following clauses.

               (B)  The  "Commencement  Date" of this Lease with respect to such
                    Expansion  Space  shall be the date the  Expansion  Space is
                    delivered  to Tenant  vacant  and broom  clean with all main
                    building systems and equipment (i.e., plumbing,  electrical,
                    heating,  ventilation and air conditioning)  therein in good
                    working order.  From and after the Commencement Date of this
                    Lease with  respect to such  Expansion  Space,  Tenant shall
                    hold and occupy such Expansion Space as part of the Premises
                    upon all of the terms and  conditions of this Lease,  except
                    as  modified by this  clause  (iii) and,  except that Tenant
                    shall not be required  to pay Basic  Annual Rent or Tenant's
                    Proportionate  Share of Total Operating Expenses or any real
                    property  taxes with  respect to such  applicable  Expansion
                    Space to and until the  Expansion  Space  Rent  Commencement
                    Date (as defined in Addendum  Section 48.1 above).  From and
                    after the Expansion  Space Rent  Commencement  Date,  Tenant
                    shall  observe  and perform  all of the  obligations  of the
                    Tenant  under  this Lease  with  respect  to such  Expansion
                    Space,  including  the  payment  of all Basic  Annual  Rent,
                    Tenant's Proportionate Share of Total Operating Expenses and
                    all real property taxes with respect to such Expansion Space
                    in accordance with the terms hereof.

               (C)  The  "Term" of this Lease  with  respect  to such  Expansion
                    Space shall commence on such  Commencement Date with respect
                    thereto and shall  expire the day prior to the tenth  (10th)
                    anniversary   of  the   applicable   Expansion   Space  Rent
                    Commencement   Date,   unless  such  Expansion   Space  Rent
                    Commencement  Date is a date other than the first  (1st) day
                    of the calendar  month,  in which case the Term with respect
                    to such  applicable  Expansion Space shall end upon the last
                    day of the month in which the tenth  (10th)  anniversary  of
                    the Expansion Space Rent Commencement Date occurs.

               (D)  Landlord shall deliver possession of such Expansion Space to
                    Tenant  as  soon  as  the  same  becomes  available.  Unless
                    otherwise  agreed to by  Landlord  in its sole and  absolute
                    discretion, such Expansion Space shall be delivered "AS IS,"
                    and  Landlord  shall  have no  responsibility,  either as to
                    performance  or payment of costs,  to remodeling or renovate
                    such  Expansion  Space for Tenant's use. Any such remodel or
                    renovation  shall be the sole obligation of Tenant and shall
                    comply with all applicable provisions of this Lease.

               (E)  Each building in which such Expansion Space is located shall
                    be a "Building" for purposes of all provisions of this Lease
                    which are applicable to Expansion Space as provided herein.

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               (F)  Article 2,  Sections  48.2,  48.3  (except that the Rentable
                    Area of the applicable Expansion Space shall be measured and
                    certified  in  the  same  manner  as  the   measurement  and
                    certification  of the HT-B  Premises),  48.4 (except  clause
                    (iv) of 48.4(a)), 48.5 (except 48.5(g)),  48.9(a), 48.11 and
                    48.12(b),  (c) and (d)  shall  have no  application  to such
                    Expansion Space.

               (G)  The Allocated  Parking Spaces for such Expansion Space shall
                    be equal to the  lesser  of (1) four (4)  spaces  per  1,000
                    square feet of Rentable Area in such Expansion  Space or (2)
                    the  number  of  Allocated   Parking   Spaces   historically
                    allocated to tenants of such Expansion Space in the Center.

               (H)  Basic  Annual  Rent for  such  Expansion  Space  shall be as
                    follows  and shall be paid at the  times  and in the  manner
                    specified in Section 3.1 of this Lease:

                    (1)  For  the   period   from  the   Expansion   Space  Rent
                         Commencement  Date with respect to such Expansion Space
                         through and  including the day prior to the third (3rd)
                         anniversary   thereof  (the  "Initial  Three  (3)  Year
                         Period"),  Basic Annual Rent for such  Expansion  Space
                         shall be an amount  equal to the then  prevailing  fair
                         market  rental for similar  premises in the  geographic
                         market  area in which the  Center is  located.  For the
                         purposes of  determining  the same,  the  provisions of
                         clause (iv) of  Addendum  Section  48.4(a)  above shall
                         apply,  except  that with  respect to  determining  the
                         prevailing   fair  market  rental  for  the  applicable
                         Expansion Space for such Initial Three (3) Year Period,
                         the following modifications shall be made thereto:

                    (aa) All references in such clause (iv) of Addendum  Section
                         48.4(a)   to  "the   Additional   Term   Premises"   or
                         "Additional  Term" shall be deemed to refer  instead to
                         the applicable "Expansion Space" and the "Initial Three
                         (3) Year Period," respectively.  All references in such
                         clause  (iv)  to  "ninety-eight  percent  (98%)  of the
                         prevailing  fair market rental" shall mean instead "one
                         hundred  percent (100%) of such fair market rental" and
                         the  provisions  of  subclause  (x) of such clause (iv)
                         shall be modified  to mean the "Basic  Annual Rent rate
                         then in  effect  with  respect  to the  HT-3  and  HT-B
                         Premises as determined  pursuant to relevant provisions
                         of  Addendum  Section  48.5."  All  references  in such
                         clause  (iv)  to  "option"   shall   instead  mean  the
                         applicable Expansion Option.

                    (bb) Landlord    shall   notify    Tenant   of    Landlord's
                         determination  of  the  fair  market  rental  for  such
                         Expansion  Space for the Initial  Three (3) Year Period
                         pursuant  to  subclause  (iv)(C)  of  Addendum  Section
                         48.4(a) within thirty (30) days after Landlord notifies
                         Tenant that an Expansion Space is available  during the
                         applicable Availability Period.

                    (cc) Tenant  shall be entitled  to rescind  its  exercise of
                         such Expansion Option within the thirty (30) day period
                         provided in subclause  (iv)(C)(1)  of Addendum  Section
                         48.4(a); provided,  however, that in such event, Tenant

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                         may  not  for a  period  of  one  (1)  year  thereafter
                         exercise  any  further  Expansion   Option;   provided,
                         further,  that in no event shall  Tenant be entitled to
                         exercise an Expansion  Option after  December 31, 2003,
                         as  provided  in   subsection   48.20(a)   above.   The
                         provisions  of subclause  (iv)(C)(2)  of such  Addendum
                         Section  48.4(a)  shall not apply  with  respect  to an
                         Expansion Option.

                    (dd) For purposes of subclause  (iv)(E) of Addendum  Section
                         48.4(a), "the rate in effect therefor immediately prior
                         to the  expiration  of the prior  Term" shall mean "the
                         then current  Monthly Basic Rent rate in effect for the
                         HT-3 and HT-B Premises".

                    (2)  Commencing  upon the third  (3rd)  anniversary  of such
                         Expansion Space Rent  Commencement Date with respect to
                         such Expansion Space (the first "CPI Adjustment Date"),
                         the Basic Annual Rent for such Expansion Space shall be
                         increased as provided in Addendum Section 48.5(g) above
                         and such  increase  shall  be  applicable  through  and
                         including the day prior to the sixth (6th)  anniversary
                         of such  Expansion  Space Rent  Commencement  Date. For
                         purposes of such adjustment on the first CPI Adjustment
                         Date with respect to the Expansion Space, the following
                         shall apply:

                    (aa) The "Base Month" for such Expansion  Space shall be the
                         month  prior to the  applicable  Expansion  Space  Rent
                         Commencement Date; and

                    (bb) The "CPI Cap" shall be six percent (6%).

                    (3)  Commencing  upon the sixth  (6th)  anniversary  of such
                         Expansion Space Rent  Commencement Date with respect to
                         such  Expansion   Space  (the  second  "CPI  Adjustment
                         Date"),  the Basic Annual Rent for the Expansion  Space
                         shall  again  be  increased  as  provided  in  Addendum
                         Section  48.5(g)  above  and  such  increase  shall  be
                         applicable  through and including the expiration of the
                         Term of  this  Lease  with  respect  to such  Expansion
                         Space.  For purposes of such  adjustment  on the second
                         CPI  Adjustment  Date  with  respect  to the  Expansion
                         Space, the following shall apply:

                    (aa) The "Base Month" for such Expansion  Space shall be the
                         month  preceding  the third (3rd)  anniversary  of such
                         Expansion Space Rent  Commencement Date with respect to
                         the Expansion Space; and

                    (bb) The  "CPI  Cap"  shall be seven  and  one-half  percent
                         (7.5%).

               (I)  Tenant  shall  pay  additional  rent  with  respect  to such
                    Expansion  Space on the same basis as Tenant pays additional
                    rent with respect to the balance of the Premises,  including
                    a Proportionate  Share of Total  Operating  Expenses and all
                    real property taxes allocable to the Expansion Space.

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                    (iv) In the event that any  Expansion  Space is added to the
                         Premises as provided in this Addendum Section 48.19(b),
                         Landlord  shall  prepare and  Landlord and Tenant shall
                         promptly execute and deliver an amendment to this Lease
                         adding such  Expansion  Space to the Premises  upon the
                         terms and conditions set forth herein.

          (c)  If (x)  Tenant has timely and  properly  exercised  an  Expansion
               Option  pursuant  to  subsection  (a)  above,  and  (y)  Landlord
               notifies  Tenant that there is no such available  Expansion Space
               of the aggregate  approximate size specified by Tenant within the
               existing   buildings   of  the  Center   during  the   applicable
               Availability Period as provided in clause (ii) of subsection (b))
               above,  then  Tenant  nevertheless  shall have the option (a "New
               Building  Option") to lease space (the "New Building Space") in a
               new  building(s)  (each,  a "New  Building") to be constructed by
               Landlord in the  Expansion  Area (as defined in Addendum  Section
               48.1  above) of the Center  pursuant  to the  provisions  of this
               subsection (c). If constructed,  the New Building(s) shall be two
               (2) stories in height, shall contain not less than ninety percent
               (90%) and not more than one  hundred  ten  percent  (110%) of the
               aggregate square feet of Rentable Area specified by Tenant in its
               exercise of an Expansion  Option pursuant to subsection (a) above
               and shall be of the same type and quality of  construction as the
               other Buildings; provided, however, that, unless otherwise agreed
               by  Landlord  and  Tenant,  in no event  shall:  (1)  Landlord be
               required  to  build  more  than  two  (2)  New  Buildings  on the
               Expansion Area; (2) any New Building exceed 50,000 square feet of
               Rentable Area; and/or (3) the aggregate  Rentable Area of the two
               (2) New Buildings on the Expansion Area exceed 90,000 square feet
               of Rentable Area.

               (i)  Subject to clause (ii) below,  and provided  that (A) Tenant
                    is not in  default  pursuant  to  this  Lease  and  (B)  the
                    Expansion  Area has not already been  developed  with one or
                    more   buildings  and  leased  to  another  tenant  or  sold
                    separately  from the balance of  Landlord's  interest in the
                    Center to an  unaffiliated  third  party,  then  Tenant  may
                    exercise  the New  Building  Option  by  written  notice  to
                    Landlord  given at any time prior to  December  31, 2003 and
                    within fifteen (15) days after Landlord notifies Tenant that
                    there  is no  available  Expansion  Space  meeting  Tenant's
                    requirements  within the  existing  buildings  of the Center
                    pursuant to subsection (b) above  following  Tenant's proper
                    and timely exercise of an Expansion Option. If Tenant is not
                    entitled to exercise a New  Building  Option  relating to an
                    applicable  Expansion  Option,  or is entitled to exercise a
                    New  Building  Option  but fails to do so in the  manner and
                    within the time period  specified  in this clause (i),  such
                    applicable  New Building  Option shall lapse and  thereafter
                    not be exercisable  by Tenant.  No lapsing of a New Building
                    Option  relating to an  applicable  Expansion  Option  shall
                    affect  Tenant's  right to  exercise a future  New  Building
                    Option relating to any other applicable  Expansion Option in
                    accordance  with the  provisions  of this  Addendum  Section
                    48.20(c).

               (ii) Notwithstanding  anything to the contrary in this subsection
                    (c), a New Building  Option,  and  Landlord's  obligation to
                    construct  any New Building,  shall be  contingent  upon the
                    then  Tenant  pursuant  to this  Lease  having a  Standard &
                    Poor's credit rating of at least BBB and Landlord being able
                    to obtain  financing  as  necessary  to  construct  such New
                    Building(s) and associated  parking on a non-recourse  basis
                    to its  partners/members/principals  and with a cash capital
                    investment  by  Landlord  not to exceed  the  lesser of (the
                    "Capital  Limitation")  (x)  twenty  percent of all hard and
                    soft costs of such New  Building(s)  (including all costs to
                    plan,  design,  obtain approvals and construct the same) and
                    (y) Five Hundred Thousand  Dollars  ($500,000) plus the land

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                    value (assuming the same is  unencumbered)  of the Expansion
                    Area and any additional land required to provide parking for
                    such New  Building(s).  If  Landlord  is  unable  to  obtain
                    financing which satisfies the Capital Limitation, Tenant may
                    nevertheless   require   Landlord  to  construct   such  New
                    Building(s)  by providing a credit  enhancement  (including,
                    but not limited to cash, a guaranty,  or a letter of credit)
                    as necessary to reduce  Landlord's cash capital  requirement
                    to be equal to or less than the Capital Limitation.  No such
                    credit  enhancement  shall  entitle  Tenant  to  any  equity
                    participation  in such New  Building(s)  or the  Center.  If
                    Tenant  is  entitled  to and  exercises  an  applicable  New
                    Building  Option,  Tenant shall also  concurrently  with the
                    exercise thereof supply to Landlord  documentary evidence as
                    to its then current Standard & Poor's credit rating . If and
                    only if Tenant's credit rating is at least BBB, Landlord and
                    Tenant shall proceed as follows:

                    (A)  Landlord shall promptly obtain a bid or estimate from a
                         general  contractor  selected  by Landlord of the total
                         cost of  construction  of such New  Building(s) and all
                         parking  required to service  the same.  A copy of such
                         bid or estimate shall be furnished to Tenant along with
                         an estimate by Landlord of all other hard or soft costs
                         anticipated to be incurred in connection  with such New
                         Building(s).

                    (B)  Landlord  shall  submit  this Lease and such bid and/or
                         estimate(s) to such lenders as are reasonably  selected
                         by   Landlord,   together   with   a   request   for  a
                         construction/permanent  loan  sufficient  in  amount to
                         construct such New Building(s)  and associated  parking
                         with  respect  to such New  Building(s)  and  otherwise
                         meeting the  limitations of this clause (ii).  Landlord
                         shall  diligently  pursue such requests.  Promptly upon
                         receipt  of  written   responses   from  such  lenders,
                         Landlord  shall  furnish  copies of such  responses  to
                         Tenant. If no prospective lender reasonably  acceptable
                         to  Landlord  will  commit  to  provide  the  financing
                         necessary  to  construct  such  New   Building(s)   and
                         associated   parking,   then  Landlord  shall  have  no
                         obligation  to  construct  such New  Building(s)  as to
                         which  such New  Building  Option  has been  exercised;
                         provided,  however,  that  if and  only  if  Tenant  is
                         entitled to and has exercised a New Building Option and
                         Landlord  has  notified  Tenant on or before  March 31,
                         2003, that no lender reasonably  acceptable to Landlord
                         will  commit to  provide  the  financing  necessary  to
                         construct such New Building(s) and associated  parking,
                         then by written notice to Landlord given no sooner than
                         270 days after  Landlord has so notified  Tenant of its
                         inability to obtain  acceptable  financing and no later
                         than  December  31,  2003,  Tenant shall be entitled to
                         require  Landlord  to  re-submit  this  Lease  and  the
                         foregoing described bid and/or estimate to such lenders
                         as  are  again  reasonably   selected  by  Landlord  in
                         accordance  with the  provisions of this clause (B). If
                         no such  acceptable  lender will commit,  then Landlord
                         shall  have no  further  obligation  to seek  available
                         financing  for the same and no  further  obligation  to
                         construct the New Building(s) and this Addendum Section
                         48.20(c) shall be of no further force or effect.

                    (C)  If one or  more  prospective  lenders  will  commit  to
                         provide the financing  necessary to construct  such New
                         Building(s) and associated  parking but only upon terms
                         which do not satisfy the  limitations set forth in this
                         clause  (ii)  without  credit  enhancement(s)  Landlord
                         shall request from such lenders  information as to what
                         credit  enhancement(s) would be required to commit to a
                         financing  which would  satisfy this clause (ii).  Upon
                         receipt of such information, Landlord shall furnish the
                         same to  Tenant  along  with the  terms  on which  such
                         lender(s)  will commit to finance the  construction  of

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                         such New Building(s) and associated parking,  both with
                         and without the credit  enhancement(s).  Within fifteen
                         (15) days after receipt of the information provided for
                         in this clause (C),  Tenant  shall  notify  Landlord in
                         writing   whether   Tenant  will   provide  the  credit
                         enhancement(s)   necessary   for   Landlord  to  obtain
                         financing  to  construct  such  New   Building(s)   and
                         associated  parking and, if more than one such proposal
                         is presented to Tenant, which proposal Tenant elects to
                         pursue.  If Tenant  declines  to provide  the  required
                         credit  enhancement(s)  for all proposals  presented by
                         Landlord,  or fails to accept the  proposal  (or one of
                         the proposals)  presented by Landlord in the manner and
                         within the time  specified  herein,  the  provisions of
                         clause  (B) above  shall  apply.  If Tenant  timely and
                         properly  accepts a  proposal  presented  by  Landlord,
                         Landlord  and Tenant  shall,  subject  to clause  (iii)
                         below,  proceed  to close  such  financing,  and  shall
                         proceed with  construction  of the New  Building(s) and
                         associated parking pursuant to clause (iv) below.

                    (D)  If one or  more  prospective  lenders  will  commit  to
                         provide the financing  necessary to construct  such New
                         Building(s)  and  associated  parking  upon terms which
                         satisfy this clause (ii) without credit enhancement(s),
                         Landlord  shall furnish  copies of such  commitments to
                         Tenant  along with a notice  indicating  which (if more
                         than one) commitment Landlord elects to accept. In such
                         event,  Landlord shall,  subject to clause (iii) below,
                         proceed to close such  financing and shall proceed with
                         the  construction of the New Building(s) and associated
                         parking pursuant to clause (iv) below.

          (iii) Promptly  upon  obtaining  the  requisite  financing  commitment
               pursuant to clause (ii) above,  and prior to the closing  thereof
               and the  commencement  of  construction,  Landlord  shall  notify
               Tenant in  writing  of  Landlord's  good  faith  estimate  of the
               initial Basic Annual Rent for such New Building  Space based upon
               the  formula set forth in  subclause  (H)(1) of clause (v) below,
               including a breakdown of the components  thereof (the  "Estimated
               Rent").  No such good faith  estimate  provided  by  Landlord  to
               Tenant pursuant to this clause (iii) shall, however, be deemed or
               construed to be (x) a  representation  or warranty by Landlord as
               to the actual costs of such New Building(s) or (y) a limit or cap
               on the final,  actual  Basic  Annual  Rent for such New  Building
               Space  determined in accordance  with the provisions of subclause
               (H)(1)  of clause  (v)  below.  Within  fifteen  (15) days  after
               Tenant's  receipt of Landlord's  Estimated Rent,  Tenant shall by
               written notice to Landlord either approve or disapprove the same.
               Any  such   approval   shall  be  deemed  to   include   Tenant's
               acknowledgment  that the same is  subject  to change  based  upon
               final actual land,  construction and financing costs.  Failure to
               approve such  Estimated  Rent within such fifteen (15) day period
               shall be deemed  disapproval  thereof.  In the event that  Tenant
               shall  disapprove (or shall be deemed to have  disapproved)  such
               Estimated  Rent,  Tenant  shall be deemed to have  withdrawn  its
               exercise of such applicable New  Building(s)  Option and Landlord
               shall have no further obligation to construct any New Building(s)
               pursuant to such  previously  exercised New Building  Option.  If
               Tenant  approves such  Estimated  Rent within the time and in the
               manner  provided in this clause (iii),  the  provisions of clause
               (iv) below  apply.  Notwithstanding  anything to the  contrary in
               this Addendum Section  48.20(c),  Tenant  acknowledges and agrees
               that   Landlord   shall   have  no   obligation   to  expend  any
               out-of-pocket  sums  to  obtain  a  financing  commitment  from a
               lender,   including,   without  limitation,   the  payment  of  a
               commitment  fee for the same to and until Tenant has approved the
               Estimated Rent for the applicable New Building Space.


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          (iv) If Tenant is  entitled  to  exercise  a New  Building  Option and
               timely and  properly  does so,  subject to clauses (ii) and (iii)
               above,  promptly upon  obtaining the requisite  financing for the
               New Building(s) and associated  parking,  Landlord shall commence
               and diligently  prosecute to completion  construction of such New
               Building(s)  and  associated  parking.  In  connection  with  the
               foregoing,  Landlord  shall  develop a design and a  construction
               schedule for such New Building(s) and shall deliver a copy of the
               same to  Tenant  for  Tenant's  review.  Tenant  shall  not  have
               approval rights over such design and construction  schedule,  but
               Landlord  shall  provide  Tenant a  reasonable  period of time to
               provide  commercially  reasonable input and comments to the same.
               Landlord shall not be required to make any changes to such design
               and/or  construction  schedule  unless the same are acceptable to
               Landlord in its sole, but reasonable  discretion.  In formulating
               such  design  and  construction  schedule,   Landlord  shall  use
               commercially  reasonable  efforts to provide for an early  access
               period during  construction of the New Building(s) for Tenant and
               its tenant  improvements  contractor to  facilitate  occupancy as
               promptly as practicable  following  completion thereof to a "warm
               shell"  condition.  Scheduling of any such early access by Tenant
               or its contractor shall be subject to the approval of Landlord to
               avoid  interference  with  completion of such New Building(s) and
               associated parking.  Notwithstanding  anything to the contrary in
               this  subsection  (c), if at any time after Tenant is entitled to
               and exercises a New Building  Option  pursuant to this subsection
               (c),  and  prior  to  commencement  of  construction  of such New
               Building(s)  on the Expansion  Area pursuant to this clause (iv),
               any Expansion Space becomes  available as described in subsection
               (b)  above,  then  Landlord  may so  notify  Tenant  of the same,
               including an identification of the available  Expansion Space and
               the Rentable Area thereof.  In such event, the provisions of such
               subsection  (b) shall again apply with respect to such  Expansion
               Space and Landlord shall have no further  obligation to construct
               such New Buildings  pursuant to this  subsection  (c);  provided,
               however,  that Landlord shall  reimburse to Tenant its reasonable
               out-of-pocket  costs  incurred in connection  with the review and
               design of tenant  improvements  for such New Building Space up to
               an aggregate of $10,000.00.  Such reimbursement  shall be made by
               Landlord  to  Tenant  within  twenty  (20)  days  after  Tenant's
               delivery  to Landlord of  reasonable  documentary  evidence as to
               such costs.

          (v)  Upon delivery,  such New  Building(s)  shall be in a "warm shell"
               condition.  "Warm shell" shall mean such New Building(s) are in a
               shell condition with the following systems/improvements in place:
               heating,   ventilation  and   air-conditioning   units  and  main
               distribution  loops, an 800 amp,  277/480 volt electrical  panel,
               governmentally   required   stair  exits,   fire-sprinklers   and
               restrooms.  Tenant  shall  lease the  entire New  Building  Space
               contained  in  such  New   Building(s)  on  the  same  terms  and
               conditions as the other Buildings, except as follows:

               (A)  The  "Commencement  Date" of this Lease with  respect to any
                    New  Building  Space  shall  be the date  Landlord  delivers
                    possession  of such New Building  Space to Tenant  following
                    substantial  completion of  construction  thereof to a "warm
                    shell"  condition.  From and after the Commencement  Date of
                    this Lease with respect to such New Building  Space,  Tenant
                    shall hold and occupy the New Building  Space as part of the
                    Premises upon all of the terms and conditions of this Lease,
                    except as  modified  by this  clause  (v) and,  except  that
                    Tenant  shall  be  required  to pay  Basic  Annual  Rent  or
                    Tenant's  Proportionate Share of Total Operating Expenses or
                    any real  property  taxes with  respect to the New  Building
                    Space to and until the  applicable  New Building  Space Rent

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                    Commencement  Date (as  defined  in  Addendum  Section  48.1
                    above).  From and after the  applicable  New Building  Space
                    Rent Commencement Date, Tenant shall observe and perform all
                    of the  obligations  of the  Tenant  under  this  Lease with
                    respect to such New Building Space, including the payment of
                    all Basic Annual Rent, Tenant's Proportionate Share of Total
                    Operating  Expenses and all real property taxes with respect
                    to such New  Building  Space in  accordance  with the  terms
                    hereof.

               (B)  The "Term" of this Lease with  respect to such New  Building
                    Space shall commence upon the applicable  Commencement  Date
                    with  respect  thereto and expire the day prior to the tenth
                    (10th)  anniversary  of such  applicable  New Building Space
                    Rent  Commencement  Date, unless the applicable New Building
                    Space Rent  Commencement Date is a date other than the first
                    (1st) day of the calendar month, in which case the Term with
                    respect to such applicable New Building Space shall end upon
                    the  last  day  of the  month  in  which  the  tenth  (10th)
                    anniversary  of such New  Building  Space Rent  Commencement
                    Date occurs.

               (C)  Except  for  Landlord's   obligation  to  deliver  such  New
                    Building  Space in a "warm shell"  condition  and to provide
                    such New  Building  Space  Allowance  provided in clause (D)
                    below,  Landlord shall have no responsibility,  either as to
                    performance or payment of costs,  to remodel or renovate the
                    New  Building  Space for  Tenant's  use. Any such remodel or
                    renovation  shall be the sole obligation of Tenant and shall
                    comply with all applicable provisions of this Lease.

               (D)  In connection with the initial  improvement by Tenant of any
                    New Building Space,  Landlord shall provide to Tenant a cash
                    tenant allowance (the "New Building Space  Allowance") equal
                    to the lesser of (1) the sum of $20.00 (as such amount shall
                    be  adjusted  by the  percentage  increase  in the Index (as
                    defined in Addendum Section  48.5(g),  but without regard to
                    the  "twenty-five  (25) times"  formula  specified  therein)
                    published  for the month prior to the  Commencement  Date of
                    this Lease with respect to such New Building  Space over the
                    Index published for October 1, 1999, but in no event greater
                    than  $25.00),  times the Rentable  Area of the New Building
                    Space,  excluding restrooms,  vertical  transportation areas
                    and improved  common areas as measured and  certified in the
                    same manner as the measurement and certification of the HT-B
                    Premises as provided in Addendum  Section 48.3 above, or (2)
                    the Aggregate  Allowed Costs of Permanent  Improvements  (as
                    such terms are defined in Addendum  Section  48.12(b) above)
                    to such New  Building  Space  included in  Tenant's  initial
                    improvement  work therein  performed in accordance  with the
                    applicable provisions of this Lease.

                    Landlord shall disburse such New Building Space Allowance to
                    Tenant  within  twenty (20) days after the last to occur of:
                    (aa) delivery by Tenant of evidence reasonably  satisfactory
                    to  Landlord  that all costs of  Tenant's  initial  approved
                    improvement  work therein has been paid in full and no claim
                    of any mechanic or materialmen may become a lien on such New
                    Building   Space,   (bb)  delivery  by  Tenant  of  evidence
                    satisfactory  to Landlord as to the Aggregate  Allowed Costs
                    of  Permanent   Improvements  to  such  New  Building  Space
                    included in Tenant's initial approved  improvement work with
                    respect  thereto,  (cc)  delivery  by  Tenant of a copy of a
                    Notice of  Completion  with  respect  to such  work  showing
                    thereon the recording  stamp of the Orange County  Recorder,
                    (dd)  delivery  by Tenant to Landlord  of a  Certificate  or
                    Temporary  Certificate  of  Occupancy  issued by the City of
                    Costa Mesa with respect to the New Building Space,  and (ee)
                    evidence reasonably  satisfactory to Landlord that such work
                    is complete and that the punchlist has been completed.

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               (E)  Each New Building  shall be a "Building" for purposes of all
                    provisions  of this Lease  applicable  to such New  Building
                    Space.

               (F)  Article 2,  Sections  48.2,  48.3  (except that the Rentable
                    Area of such New Building  and New  Building  Space shall be
                    measured and certified in the same manner as the measurement
                    and certification of the HT-B Premises),  48.4, 48.5 (except
                    Section 48.5(g)),  48.9(a),  48.11 and 48.12(b), (c) and (d)
                    shall have no application to such New Building Space.

               (G)  The  Allocated  Parking  Spaces for such New Building  Space
                    shall be equal to four (4) spaces per 1,000  square  feet of
                    Rentable  Area  of  the  New  Space.  For  purposes  of  the
                    foregoing, it is acknowledged that any New Building(s) shall
                    be served by surface parking,  and shall be designed to park
                    four (4) cars per 1,000  square feet of Rentable  Area.  All
                    such parking spaces  designed and  constructed in connection
                    with such New Building(s)  shall be deemed Allocated Parking
                    Spaces for such New Building.

               (H)  Basic  Annual Rent for such New  Building  Space shall be as
                    follows  and shall be paid at the  times  and in the  manner
                    specified in Section 3.1 of this Lease.

                    (1)  For the period from the New Building Rent  Commencement
                         Date  with  respect  to any  such  New  Building  Space
                         through and  including the day prior to the third (3rd)
                         anniversary thereof, Basic Annual Rent shall be a flat,
                         fixed amount and shall be the sum of the following four
                         (4) components:

                    (aa) An annual  return of twelve  percent  (12%) on the land
                         value  of the  Expansion  Area (or  applicable  portion
                         thereof) and any additional  land of Landlord  required
                         to provide parking for such New Building(s), based upon
                         the square footage of the Expansion Area (or applicable
                         portion  thereof) and such additional land, if any, and
                         a land value of $16.00 per square foot; plus

                    (bb) An annual return of twelve  percent (12%) of Landlord's
                         cash equity in such New Building and associated parking
                         facilities; plus

                    (cc) An annual amount equal to Landlord's  cost of financing
                         construction costs for such New Building and associated
                         parking at  Landlord's  actual  loan  constant  for the
                         borrowed  funds,  such  constant  to be  based  upon an
                         amortization  schedule  of not more  than  twenty  (20)
                         years; plus

                    (dd) The actual amount of the new Building  Space  Allowance
                         provided by  Landlord to Tenant  pursuant to clause (D)
                         above, fully amortized over the Term of this Lease with

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<PAGE>

                         respect to the  applicable  New Building Space and with
                         an annual  imputed  interest rate on such amount at the
                         rate of ten percent (10%) per annum.

                    As  soon  as   practicable   prior  to  (or  following)  the
                    applicable  New  Building  Space  Rent  Commencement   Date,
                    Landlord  shall provide to Tenant a written  notice  setting
                    forth in reasonable  detail the final,  actual components of
                    the  initial  Basic  Annual  Rent  for  the  applicable  New
                    Building Space;  provided,  however,  that in no event shall
                    such final, actual components include cost overruns incurred
                    by reason of the  negligence  of Landlord,  its architect or
                    contractor.  Such notice shall include the square footage of
                    the applicable New Building Space and any additional land of
                    Landlord  required to provide parking for the applicable New
                    Building,  the  amount  of  Landlord's  cash  equity  in the
                    applicable New Building and associated  parking  facilities,
                    the amount of Landlord's annual financing costs with respect
                    to  construction  of the  applicable  New  Building  and the
                    parking  associated  therewith,  the  total  amount  of  the
                    applicable New Building Space  Allowance  provided to Tenant
                    and  the  calculation  of the  Basic  Annual  Rent  for  the
                    applicable New Building Space pursuant to this subclause (I)
                    for the first three (3) years of the Term. Such Basic Annual
                    Rent shall be paid on an absolutely net basis.

                    (2)  Commencing upon the third (3rd)  anniversary of the New
                         Building  Rent  Commencement  Date with respect to such
                         applicable   New   Building   Space   (the  first  "CPI
                         Adjustment  Date"),  the Basic  Annual Rent for the New
                         Building  Space  shall  be  increased  as  provided  in
                         Addendum  Section 48.5(g) above and such increase shall
                         be  applicable  through and  including the day prior to
                         the sixth (6th)  anniversary  of such New Building Rent
                         Commencement  Date with  respect  to such New  Building
                         Space. For purposes of such adjustment on the first CPI
                         Adjustment  Date  with  respect  to such  New  Building
                         Space, the following shall apply:

                    (aa) The "Base Month" for such New  Building  Space shall be
                         the  month  prior  to  such  New  Building  Space  Rent
                         Commencement Date; and

                    (bb) The "CPI Cap" shall be six percent (6%).

                    (3)  Commencing upon the sixth (6th)  anniversary of the New
                         Building  Rent  Commencement  Date with respect to such
                         New Building Space (the second "CPI Adjustment  Date"),
                         the Basic Annual Rent for such New Building Space shall
                         again be  increased  as provided  in  Addendum  Section
                         48.5(g)  above and such  increase  shall be  applicable
                         through and  including  the  expiration  of the Term of
                         this Lease with respect to such New Building Space. For
                         purposes   of  such   adjustment   on  the  second  CPI
                         Adjustment  Date  with  respect  to such  New  Building
                         Space, the following shall apply:

                    (aa) The "Base Month" for such New  Building  Space shall be
                         the month preceding the third (3rd)  anniversary of the
                         New  Building  Rent  Commencement  Date with respect to
                         such New Building Space; and

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<PAGE>

                    (bb) The  "CPI  Cap"  shall be seven  and  one-half  percent
                         (7.5%).

               (I)  Tenant  shall pay  additional  rent with respect to such New
                    Building  Space on the same  basis and at the same  times as
                    Tenant pays  additional  rent with respect to the balance of
                    the  Premises,  including  a  Proportionate  Share  of Total
                    Operating  Expenses and all real property taxes allocable to
                    such New Building Space.

          (vi) In the  event  that  such  New  Building  Space  is  added to the
               Premises as provided in this Addendum Section 48.20(c),  Landlord
               shall prepare and Landlord and Tenant shall promptly  execute and
               deliver an amendment to this Lease adding such New Building Space
               to the Premises upon the terms and conditions set forth herein.

          (vii)Each New  Building  Option is personal to Tenant and any assignee
               of Tenant permitted without the prior written consent of Landlord
               pursuant to the terms of this Lease and shall be exercisable only
               by Tenant or such assignee of Tenant permitted  without the prior
               written consent of Landlord.

48.21  Submission to Arbitration

     (a)  Except as provided in subsection (b) below, any  controversy,  dispute
          or claim of whatsoever  nature arising out of, in connection  with, or
          in  relation  to the  interpretation,  performance  or  breach of this
          Lease,  including any claim based on contract,  tort or statute, shall
          be  determined  by final and binding  arbitration  conducted  before a
          single arbitrator at a location determined by the arbitrator in Orange
          County, California and administered by JAMS/ENDISPUTE,  INC. ("JAMS"),
          or if JAMS shall not then exist,  such other  organization as to which
          Landlord  and Tenant  agree.  If Landlord  and Tenant are unable to so
          agree  within  fifteen  (15)  days  after  the  dispute  arises,   the
          organization  shall be selected by the  presiding  judge of the Orange
          County  Superior Court or his or her designee upon  application by any
          party  to  the  dispute.  Judgment  upon  any  award  rendered  by the
          arbitrator  may be  entered  by any  state  or  federal  court  having
          jurisdiction thereof.

     (b)  The provisions of this Addendum Section 48.21 shall not apply to:

          (i)  Any unlawful detainer action instituted by Landlord as the result
               of a default or alleged default by Tenant pursuant to this Lease.

          (ii) Any specific controversy,  dispute, question or issue as to which
               this Lease  specifically  provides  another method of determining
               such controversy,  dispute, question or issue and provides that a
               determination  pursuant  to such  method  is final  and  binding,
               unless both  Landlord  and Tenant  agree in writing to waive such
               procedure  and to  proceed  instead  pursuant  to  this  Addendum
               Section 48.21.

          (iii)Any request or  application  to any state or federal court having
               jurisdiction   thereof  for  an  order  or  decree  granting  any
               provisional or ancillary remedy (such as a temporary  restraining
               order or  injunction)  in aid of or with  respect to any right or
               obligation  of either  party to this Lease,  and any  preliminary
               determination of the underlying controversy, dispute, question or

                                       87
<PAGE>

               issue as is  required  to  determine  whether or not to grant the
               relief   requested   or  applied   for.   A  final  and   binding
               determination of such underlying controversy,  dispute,  question
               or issue shall be made by an  arbitration  conducted  pursuant to
               this Section after an  appropriate  transfer or reference to JAMS
               upon motion or application of either party hereto.  Any ancillary
               or  provisional  relief which is granted  pursuant to this clause
               (iii)   shall   continue   in  effect   pending  an   arbitration
               determination  and entry of  judgment  thereon  pursuant  to this
               Section.

          (iv) Exercise of any  remedies to enforce any judgment  entered  based
               upon  a  determination  made  by  arbitration  pursuant  to  this
               Addendum Section 48.21.

     (c)  Any  arbitration  pursuant  to this  Section  shall  be  conducted  in
          accordance  with the streamlined  Arbitration  Rules and Procedures of
          JAMS (the "Rules"),  regardless of the amount in dispute, except that,
          whether or not such Rules so provide:

          (i)  There shall be a pre-hearing  conference prior to the arbitration
               hearing to reach agreement on procedural matters, arrange for the
               exchange  of  information,  obtain  stipulations  and  attempt to
               narrow the issues to be arbitrated.

          (ii) Discovery  shall be limited to that  permitted by the Rules,  and
               "good cause"  where a condition  to  discovery  shall be strictly
               construed.

          (iii)All motions  shall be in letter form and hearings  thereon  shall
               be by conference  telephone  calls unless the  arbitrator  orders
               otherwise.

          (iv) Hearings  shall  require  only  twenty  (20) days  prior  written
               notice.

          (v)  All notices in connection  with any  arbitration may be served in
               any manner permitted by Article 35 of this Lease.

          (vi) Fees and costs  paid or  payable  to JAMS  shall be  included  in
               "reasonable  expenses"  for purposes of Article 23 of this Lease.
               The arbitrator shall  specifically have the power to award to the
               prevailing  party such party's  reasonable  expenses  incurred in
               such proceeding,  except as otherwise  provided in subsection (d)
               below. Reasonable expenses shall include attorneys' fees and fees
               and costs paid or payable to JAMS.

          (vii)The selection of the arbitrator  shall be in accordance  with the
               then  existing  Rules of JAMS,  provided that Landlord and Tenant
               may agree to  extend  the  period of time by which an  arbitrator
               must be  selected  by them.  In the event  that the  parties  are
               unable to agree upon an arbitrator  within thirty (30) days after
               submission of a matter to  arbitration,  the arbitrator  shall be
               appointed by the  administrator  of the Orange  County  office of
               JAMS or its successor, if any, as provided in the Rules.

          (viii) The  arbitration  award  shall  include  findings  of fact  and
               conclusions of law and shall not be limited as to amount.

                                       88
<PAGE>

     (d)  As  soon  as  practicable  after  selection  of  the  arbitrator,  the
          arbitrator or his or her designated  representative  shall determine a
          reasonable  estimate of  anticipated  fees and costs of the arbitrator
          and shall deliver a statement to each party setting forth that party's
          pro rata share of such fees and costs.  Each party  shall  deposit its
          pro rata share of such fees and costs with the  arbitrator  within ten
          (10) days after  receipt of such  statement.  If either party fails to
          make a  required  deposit  hereunder,  the  other  party may make such
          deposit  on behalf  of the  defaulting  party  and the  amount of such
          deposit,  plus  interest  thereon at the rate  determined  pursuant to
          Article 34 of this Lease shall be awarded against the defaulting party
          by the arbitrator in making any final arbitration award without regard
          to  whether  the  defaulting  party  is the  prevailing  party  in the
          arbitration pursuant to this Section. In addition,  if Tenant fails to
          make a required deposit  hereunder,  Landlord may make such deposit on
          behalf of Tenant and the amount of such deposit, plus interest thereon
          at the  rate  determined  pursuant  to such  Article  34 from  date of
          deposit to date of  repayment,  shall be  additional  rent pursuant to
          this  Lease  payable by Tenant  within  ten (10) days  after  Tenant's
          receipt of Landlord's invoice therefor.

     (e)  The arbitrator shall have no authority or power to award any party any
          exemplary or punitive damages.

     (f)  Any  guaranty  of the  tenant's  obligations  pursuant  to this Lease,
          whether  provided at the execution of this Lease or thereafter,  shall
          be subject  to the  provisions  of this  Addendum  to  Section  48.21,
          whether or not expressly so stated therein.

                                       89

<PAGE>

                       DEPICTION OF PREMISES AND BUILDINGS


























































                                   EXHIBIT "A"
<PAGE>

                  PAYMENT AND ADJUSTMENT OF OPERATING EXPENSES


"Total Operating  Expenses"  means,  with respect to each lease year, the sum of
(1) Landlord's  Building  Operating  Expenses  for such  lease  year and (2) the
Building  Share of all  Common  Facilities  Expenses  for such lease  year.  The
definitions,  method of proration and method of adjustment of these expenses are
as set forth in this Exhibit "B".

1.   As used in this  Exhibit  "B",  the  following  terms  have  the  following
     meanings:

     (a)  "Building Operating Expenses" means the aggregate expenses incurred by
          Landlord in the management,  operation,  maintenance and repair of the
          Building,   all  determined  in  accordance   with  sound   management
          principles and generally  accepted  accounting  practice on an accrual
          basis and the cost, as reasonably amortized by Landlord, with interest
          at the  rate  per  annum  determined  pursuant  to  Article  34 on the
          unamortized  amount,  of  any  capital  improvements  made  after  the
          Commencement  Date which  reduce  other  items of  Building  Operating
          Expenses,  in an amount not to exceed such  reduction for the relevant
          year.  Building Operating  Expenses shall include,  but not be limited
          to:

          (i)  Wages, salaries,  related fringe benefits, all employer taxes and
               insurance  of all  on-site  employees  engaged by Landlord in the
               operation and maintenance of the Building;

          (ii) All  supplies,  materials  and  utilities  used  by  Landlord  in
               operation and maintenance of the Building;

          (iii)Cost of replacement of equipment and all  maintenance and service
               agreements  on  equipment  located  in or  used to  maintain  the
               Building;

          (iv) Cost  of  casualty  and  liability  insurance  applicable  to the
               Building and  Landlord's  personal  property  used in  connection
               therewith;

          (v)  Cost of repairs and general maintenance of the Building;

          (vi) Cost  of  all  accounting,  legal  and  other  professional  fees
               incurred in connection with the operation of the Building; and

          (vii)An  amount  equal to ten  percent  (10%) of all  such  costs  and
               expenses to cover Landlord's overhead and administrative expenses
               with respect to the Building.

     (b)  "Common  Facilities"  means all areas (and all  improvements  thereon)
          within the exterior  boundaries of the Center which (i) are not now or
          hereafter held for exclusive use by Tenant, or any other tenant of the
          Center and (ii) are made  available  for the  common use of  Landlord,
          Tenant and other occupants and their respective employees and invitees
          in or around the Center.   Common  Facilities  shall include,  without
          limiting  the  generality  of  the   foregoing,   all  parking  areas,
          entrances,  exits,  landscaped  and planted  areas,  retaining  walls,
          irrigation systems and controllers, drains, sewers, lighting fixtures,
          wiring,  electrical panels and automatic  control systems,  driveways,
          delivery passages,  loading docks, sidewalks,  stairways,  ramps, open
          and  enclosed  courts  and  malls,  central  identification  signs and
          structures  designed for the use of all owners,  occupants,  employees

                               EXHIBIT "B" PAGE 1
<PAGE>

          and  invitees  and shall  include  any  "greenbelt"  or set back areas
          maintained by Landlord on any parcel leased for the exclusive use of a
          tenant.  Common  Facilities  shall not include lobbies or other common
          areas within any  building  which is leased to one or more tenants but
          shall  include any legal  parcel  which  constitutes  a portion of the
          Center and on which no buildings have been or may be  constructed  for
          occupancy.

     (c)  "Common Facilities  Expenses" means the aggregate expenses incurred by
          Landlord in the management,  operation,  maintenance and repair of the
          Common Facilities,  all determined in accordance with sound management
          principles and generally  accepted  accounting  practice on an accrual
          basis and the cost, as reasonably amortized by Landlord, with interest
          at the  rate  per  annum  determined  pursuant  to  Article  34 on the
          unamortized  amount,  of  any  capital   improvements  to  the  Common
          Facilities made after the  Commencement  Date which reduce other items
          of Common  Facilities  Expenses,  but in an amount not to exceed  such
          reduction  for the relevant  lease year.  Common  Facilities  Expenses
          shall include, but not be limited to:

          (i)  Expenses of the types  specified  in  subparagraph  (a) above but
               applicable to the Common Facilities;

          (ii) Real  property  taxes as defined in Article 7 and all other taxes
               with respect to the Common Facilities;

          (iii)Repaving,  resurfacing,  painting and striping,  sweeping,  trash
               removal and security with respect to the Common Facilities;

          (iv) Advertising and similar expenses for the general promotion of the
               Center (but not including any  advertising  expenses  incurred to
               procure tenants for vacant space); and

          (v)  An  amount  equal to ten  percent  (10%) of all  such  costs  and
               expenses to cover Landlord's overhead and administrative expenses
               with respect to the Common Facilities.

2.   For the purposes of this Exhibit "B", the following shall pertain:

     (a)  Neither Building  Operating  Expenses nor Common  Facilities  Expenses
          shall  include the initial cost of  construction  of the  Buildings or
          Common Facilities, respectively (or any improvements thereto).

     (b)  Neither Building  Operating  Expenses nor Common  Facilities  Expenses
          shall include expenses for which Landlord is indemnified (either by an
          insurer, condemnor, tenant or otherwise); expenses incurred in leasing
          or   procuring   tenants   (including,   without   limitation,   lease
          commissions,  advertising  expenses,  and expenses of renovating space
          for tenants);  rental under any ground or underlying  lease or leases;
          wages,  salaries or other compensation paid to any executive employees
          above  the  grade  of  property  manager;  or the  cost of any work or
          service  performed  for or  facilities  furnished  to a tenant  at the
          tenant's cost.

     (c)  If any real  property tax or other item of expense shall relate partly
          to any  building  occupied  by one or more  tenants  in the Center and
          partly  to the  Common  Facilities,  such  item of  expense  shall  be
          allocated as between such  building,  on the one hand,  and the Common

                               EXHIBIT "B" PAGE 2
<PAGE>

          Facilities, on the other hand, on such basis as Landlord determines to
          be reasonable under the circumstances.

     (d)  Tenant's Allocated Parking Spaces as set forth in the applicable Basic
          Lease  Provision  are those  parking  spaces  allocated  to Tenant and
          located  within the Common  Facilities.  Subject to Article 44 of this
          Lease and Addendum Section 48.14,  Allocated Parking Spaces for Tenant
          and for  other  tenants  of the  Building  shall be as  determined  or
          redetermined from time to time by Landlord.

     (e)  Building  Operating  Expenses  for any year shall be  extrapolated  to
          reflect  ninety-five  percent (95%)  occupancy of the Rentable Area of
          the Building, a full year of operation and a full year of occupancy by
          Tenant.

3.   Method of Proration

     (a)  The "Building Share of Common Facilities  Expenses" means that portion
          of the total Common Facilities  Expenses for any lease year determined
          by multiplying  such total by a percentage  determined by dividing the
          Building's  Allocated  Parking  Spaces by the total  number of parking
          spaces in the Center of tenants who  contribute  to Common  Facilities
          Expenses. It is understood and acknowledged that currently there are a
          total of 2,403  spaces in the  Center  with  respect  to  tenants  who
          contribute  to  Common  Facilities   Expenses  and  that  such  number
          represents less than all of the parking spaces in the Center. Landlord
          represents  and  warrants to Tenant that all  tenants  with  Allocated
          Parking  Spaces  in  the  Center  who  do  not  contribute  to  Common
          Facilities  Expenses either (i) maintain and operate their own parking
          spaces,  including  direct  payment  of real  estate  taxes  and other
          expenses of maintaining  and operating such parking spaces or (ii) pay
          rent to  Landlord  on a  so-called  "gross"  basis  which  includes an
          allocated  portion of the expenses of operating and  maintaining  such
          Allocated  Parking  Spaces  for such  tenants,  which  such  allocated
          portion  of the  expenses  is  applied  by  Landlord  to  expenses  of
          operating and maintaining the parking spaces in the Center. During the
          term of this Lease,  all leases of spaces in the Center shall  provide
          either  that  (1) the  tenants  pursuant  to such  leases  shall pay a
          Proportionate  Share of  Common  Facilities  Expenses  for the  Center
          determined in a manner as provided in this  subsection (a) or (2) such
          tenants shall pay, directly or indirectly, the expenses of maintaining
          and operating  their  Allocated  Parking  Spaces in one of the manners
          provided in clauses (i) and (ii) of this subsection (a).

     (b)  "Tenant's  Proportionate  Share" is the Rentable  Area of the Premises
          divided by the total  Rentable Area of the Building for the same lease
          year.

4.   Method of Adjustment.

For each lease year,  including  the lease year in which the  Commencement  Date
occurs,  Tenant shall pay Tenant's  Proportionate  Share of the Total  Operating
Expenses as follows:

     (a)  During  the first  lease  year,  Tenant  shall pay,  in equal  monthly
          installments in advance, on account of Tenant's Proportionate Share of
          Total  Operating  Expenses,  that  amount set forth in the  applicable
          Basic Lease Provision.

                               EXHIBIT "B" PAGE 3
<PAGE>

     (b)  Prior to the  commencement  of each lease year subsequent to the first
          lease year,  Landlord  shall  provide to Tenant a written  estimate of
          Total   Operating   Expenses   for  such  lease   year  and   Tenant's
          Proportionate Share thereof.  Tenant shall pay during such lease year,
          in equal  monthly  installments  in  advance  along  with its  monthly
          installments of basic rent pursuant to Article 3, the amount set forth
          on such written estimate.

     (c)  Within one hundred twenty (120) days after the end of each lease year,
          including  the first lease year,  Landlord  shall  provide to Tenant a
          statement in reasonable detail showing actual Total Operating Expenses
          for such lease year and Tenan's  Proportionate Share thereof.  If the
          amount shown on such statement exceeds the estimated amount previously
          paid by Tenant with respect to such lease year,  then Tenant shall pay
          such excess to Landlord  within thirty (30) days after receipt of such
          statement.   If the amount  shown on such  statement  is less than the
          estimated amount  previously paid by Tenant with respect to such lease
          year, such overpayment  shall be credited by Landlord against the next
          amounts due from Tenant  pursuant to this Lease.  Any  overpayment  by
          Tenant with respect to the last lease year of the term shall be offset
          against any other  amounts due from Tenant  pursuant to this Lease and
          the balance shall be refunded to Tenant  without  interest  along with
          Landlord's statement pursuant to this subparagraph (c).

     (d)  Any Total  Operating  Expenses  for any partial  lease year during the
          term shall be apportioned  so that Tenant shall pay its  Proportionate
          Share of only that  portion of the Total  Operating  Expenses for such
          year as falls  within the term.   This  provision  shall  survive  the
          expiration or earlier termination of the term.

     (e)  If any special  assessment is included as part of real property  taxes
          and  such  assessment  may be paid in  installments,  Tenant  shall be
          obligated to pay only Tenant's Proportionate Share of the installments
          falling  within the term whether or not Landlord pays such  assessment
          in installments.

                               EXHIBIT "B" PAGE 4
<PAGE>

                              HARBOR GATEWAY CENTER

                              RULES AND REGULATIONS


The  Premises  are  located  within  and  constitute  a part  of an  integrated,
multi-use  planned  development  being  developed by Landlord as a  high-quality
business  center.   Consistent with such  development,  Landlord has adopted the
following  Rules and Regulations to preserve the high quality of the development
and retains certain rights of approval, in its sole discretion,  to preserve the
aesthetic appearance, quality and value of the Center as a whole.

1.   Each tenant  shall take all actions  necessary  to  preserve  the  external
     appearance  of his premises in a neat,  clean and orderly  condition and to
     prevent  his  operations  from  interfering  with the use by  other  Center
     occupants of their  respective  premises.  By way of  illustration  but not
     limitation of the foregoing:

     (a)  Sidewalks,  passages,  paths,  courts,  and stairways  exterior to any
          Premises  shall not be  obstructed  or used other than for ingress and
          egress.  All tenant  vehicles and property  shall be located  within a
          building or within an approved  exterior  structure.  No  unauthorized
          tenant and no  employees,  agents or invitees  of any tenant  shall go
          upon the roof of any building without approval.

     (b)  No trash shall be allowed to accumulate outside of a building,  except
          in approved receptacles or screened enclosures.

     (c)  No awnings or other projections shall be attached to the outside walls
          of any building  without approval and no curtains,  blinds,  shades or
          screens  shall be  attached  to or hung in any  window  or door of any
          premises without approval.  All electrical ceiling fixtures hung along
          any perimeter of any premises  bordered by windows must be fluorescent
          and of an approved quality, type, design and bulb color.

     (d)  No sign,  advertisement  or  notice  shall be  exhibited,  painted  or
          affixed on any part of, or so as to be seen from the  outside  of, any
          premises without approval.

     (e)  Premises  features  which  reflect or admit light and air shall not be
          covered or obstructed in any way.

     (f)  No tenant  shall mark,  paint,  drill  into,  or in any way deface any
          exterior part of any building.

     (g)  No bicycles,  motorbikes, mopeds, motor scooters, or motorcycles shall
          be stored  outside of any building  except in approved  racks or other
          facilities.

     (h)  No tenant shall permit any unusual or  objectionable  odor to permeate
          from any building or permit any noises which disturb or interfere with
          occupants of neighboring  buildings or those having business with them
          whether from machinery,  musical instruments,  radios,  photographs or
          other  sources.  No tenant shall throw anything out of doors,  windows
          or skylights.  No tenant shall perform any work activity out of doors.
          No tenant shall cook or otherwise prepare food out of doors.

                               EXHIBIT "C" PAGE 1
<PAGE>

     (i)  All machinery which generates noise and/or  vibrations shall be placed
          in approved settings to avoid damage to premises and creation of noise
          and vibrations in areas outside of premises.

     (j)  All electric  carts and other  vehicles used on the Premises or in the
          Common Areas which are not designed for ordinary use on public streets
          and highways must be approved by Landlord.  Landlord may condition its
          approval as it deems  appropriate,  and may in any case  require  that
          such  vehicles  be white  and that  they be  supplied  by  Taylor-Dunn
          Manufacturing  Company.   Such  vehicles  are  subject  to  all  rules
          pertaining to auto safety contained herein or in any deed restrictions
          or  easement  agreements  applicable  to the  Premises  or pursuant to
          governmental regulation.  All approvals required shall be by Landlord,
          must be in advance in writing and shall include appearance,  location,
          quality,  style and such other factors as Landlord deems relevant.  No
          requirement  of  Landlord  shall  be  held  to  be   unreasonable   or
          unenforceable  because  materials,  methods  of  application  or other
          requirements  selected  by  Landlord  may be  more  expensive  or more
          onerous than alternative materials or methods of application which may
          be available to achieve the same objectives. Upon any violation of the
          foregoing  provisions,  Landlord  may,  if Tenant  shall fail to do so
          within three (3) days after written notice from  Landlord,  remove any
          offending  item  without  any  liability,  and may charge the  expense
          incurred  in  removal  (including  the  repair  of any  damage  to any
          Premises caused thereby) to the tenant violating this rule.

2.   No  flammable,   combustible,   explosive,  caustic  or  poisonous  fluids,
     chemicals  or  other   substances   shall  be  discarded  in  Center  trash
     receptacles  or enclosures  or dumped into  Center sewer or drain  systems.
     All  operations  which emit  gases,  dust,  smoke,  particulates  and other
     noxious  substances shall be hooded,  ventilated or otherwise  conducted to
     prevent  the  escape  of  such  substances  from  the  building.   Washing,
     draining,  spraying and other operations  involving use of any liquid shall
     be  conducted  to  prevent  runoff  outside of any  building  and oozing or
     seepage into other portions of the Center.

3.   Each tenant  shall  obtain at its own expense and keep in its premises in a
     reasonably  accessible  place at least one ABC-type  fire  extinguisher  in
     working condition.

4.   Landlord  reserves  the right to  prohibit  or impose  conditions  upon the
     installation  in any  premises of heavy  objects  which might  overload the
     premises floors.

5.   Except as provided in this paragraph,  canvassing,  soliciting, peddling or
     selling  products or services to tenants,  their  employees or visitors are
     expressly  prohibited  and each tenant  shall  cooperate  with  Landlord to
     prevent such  practices.   Tenants shall purchase  spring water,  ice, soft
     drinks, catering services,  foodstuffs,  janitorial services or maintenance
     services  and other like  products or services  only from  company(ies)  or
     person(s)  that  comply  with rules and  regulations  imposed by  Landlord,
     including   insurance    requirements,    reasonable   fees,   solicitation
     prohibitions,  time,  location  and  frequency  limitations  and  equipment
     restrictions.  Within ten (10) days after written request by Landlord, each
     tenant  shall  notify  Landlord  in writing  of the names of those  vendors
     providing goods and services to such tenant at its premises. Landlord shall
     not have a right of approval of such  vendors but may exclude a  particular
     company or person  entirely  and may  exclude  any person who appears to be
     intoxicated,  under the influence of drugs or liquor or who violates  these
     Rules.

                               EXHIBIT "C" PAGE 2
<PAGE>

6.   Landlord  may  prohibit  advertising  by any tenant  which,  in  Landlord's
     opinion, impairs the reputation of the Center, and upon written notice from
     Landlord any tenant shall discontinue such advertising.

7.   Employees of Landlord  shall not perform any work outside of their  regular
     duties  except under special  instructions  from  Landlord.   Landlord will
     under no circumstances open any building for any tenant or its employees.

8.   Water and wash closets, plumbing fixtures, mirrors and partitions shall not
     be used  for any  purpose  other  than  those  for  which  constructed.  No
     sweepings,  rubbish,  rags or other substances shall be thrown therein. All
     expenses of repair or  replacement  resulting from misuse shall be borne by
     the tenant who causes the same.

9.   No boring, cutting, stringing of wires, laying of linoleum or other similar
     floor  coverings,  or hanging of any  objects or items from the  ceiling or
     roof shall be permitted, except with the prior written consent of Landlord,
     and then only as Landlord may  direct.  The location of exterior  telephone
     boxes,  call boxes and other  equipment  affixed to any  premises  shall be
     subject to Landlord's  approval.   Landlord will direct  electricians as to
     where and how telephone or telegraph  wires are to be  introduced  into any
     premises.

10.  No air conditioning  unit or other similar  apparatus shall be installed or
     used by any tenant  without the prior  written  consent of Landlord and all
     installations shall be as directed by Landlord.

11.  In the event that any tenant  shall change any lock or install any new lock
     on any  exterior or interior  door to or within his  premises,  such tenant
     shall  immediately  deliver a key to each such lock to  Landlord.  Landlord
     shall use such keys only for emergency  entries and for such other purposes
     as are permitted by these Rules and Regulations and such tenant's lease.

12.  A copy of these Rules and Regulations  shall be attached to and form a part
     of each tenant lease in the  Center.   Landlord is not  responsible  to any
     person for  non-observance  or  violation  of these  Rules by any tenant or
     other person.  Each tenant is responsible for any loss or damage occasioned
     by any violation of these Rules by such tenant or by any  employee,  agent,
     visitor or invitee of such tenant.

13.  No waiver of any Rule by Landlord  shall be  effective  unless in a writing
     signed by Landlord.   Landlord may amend these Rules from time to time when
     desirable in Landlord's  judgment to preserve good order in the Center, for
     the  convenience of tenants or visitors of the Center or to comply with any
     law or regulation now or hereafter in effect.  Any amendment to these Rules
     shall be  effective  and binding  upon each  tenant  upon  delivery to such
     tenant of a copy thereof.

                               EXHIBIT "C" PAGE 3

<PAGE>

                                   WORK LETTER

In connection with the Lease to which this work letter is attached, Landlord and
Tenant agree as follows:

1.   The purpose of this work letter is to set forth the  agreements of Landlord
     and Tenant covering  construction of certain  interior  improvements to the
     Premises.

2.   Landlord and Tenant  acknowledge  that  Landlord has  previously  completed
     interior   improvements   to  the   Premises.    Landlord   shall  have  no
     responsibility,  either as to  performance  or  payment  of costs,  for any
     additional improvements to the Premises,  except as otherwise expressly set
     forth in this Lease. Except as otherwise expressly set forth in this Lease,
     Tenant takes the Premises "AS IS" and any  additional  improvements  to the
     Premises  shall be the  responsibility  of Tenant  and shall be  subject to
     approval and performance in accordance with the provisions of the Lease and
     this work letter.  In addition, Tenant shall:

     (a)  Acquire  Tenant's sign from  Landlord's  designated sign contractor at
          Tenant's cost as described more fully in Exhibit "E" to this Lease.

     (b)  Arrange for all utilities  services  with the companies  supplying the
          same,  including  making  all  service  deposits,  arranging  for  all
          utilities  to be  turned  on and  arranging  for  installation  of all
          telephones  and telephone  equipment in the Premises  necessary to the
          conduct of Tenant's business.

     (c)  Provide such interior  window  coverings as may be required by Tenant,
          which  window  coverings  shall be window  blinds  meeting  Landlord's
          building standard specifications; and

     (d)  Obtain,  deliver  and  install all  necessary  and desired  furniture,
          business equipment and machinery, artwork and other similar items.

3.   If any  alterations,  additions or  improvements  are  installed by Tenant,
     whether  with respect to initial  construction  or later during the term of
     the Lease,  such work shall be completed by Tenant in  compliance  with the
     following:

     (a)  All such work shall be completed at Tenant's sole cost and expense.

     (b)  No such work shall proceed without  Landlord's  prior written approval
          of (i) a certificate of insurance evidencing the insurance required to
          be carried by Tenant under Section 15.1 of the Lease, endorsed to show
          Landlord   as  an   additional   insured,   (ii) detailed   plans  and
          specifications  for  such  work  completed  by a  certified  architect
          approved  by  Landlord,  and  (iii)  the  licensed  (in the  State  of
          California), bonded contractor to perform such work.

     (c)  If  requested  by Landlord,  no such work shall  proceed  until Tenant
          shall have  procured for  Landlord,  at Tenant's sole cost, a lien and
          completion  bond in an  amount  equal to one and  one-half  times  the
          estimated cost of the work to insure  Landlord  against  liability for
          liens and to insure completion of the work; provided, however, that so
          long as FileNET  Corporation  or an  assignee  permitted  without  the
          consent of Landlord is the tenant under this Lease, Landlord shall not
          require a lien and completion bond pursuant to this paragraph.

                               EXHIBIT "D" PAGE 1
<PAGE>

     (d)  All such work shall be done in conformity with a valid building permit
          when required,  a copy of which shall be furnished to Landlord  before
          the work is commenced, and any work not acceptable to any governmental
          agency or department with jurisdiction, or not reasonably satisfactory
          to  Landlord,   shall  be   promptly  replaced  at  Tenant's  expense.
          Notwithstanding  any  failure by  Landlord to object to any such work,
          Landlord shall have no responsibility therefor.

     (e)  Tenant  shall  reimburse  Landlord for any extra  expense  incurred by
          Landlord  by  reason  of  faulty  work  done by Tenant or by reason of
          delays caused by such work, or by reason of inadequate cleanup.

     (f)  Tenant,  at Tenant's  cost,  shall prepare or cause to be prepared and
          shall deliver to Landlord within thirty (30) days after  completion of
          such  work a  detailed  set of  "as-built"  plans  and  specifications
          reflecting the alterations,  additions or improvements to the Premises
          installed by Tenant.  For purposes of this paragraph,  an approved set
          of working drawings marked to show "as-built" conditions shall satisfy
          the  requirement  to  deliver  "as-built"  plans   and  specifications
          pursuant to this paragraph.

     4.   Except as otherwise  expressly set forth in this Lease, there shall be
          no delay or extension of the Commencement  Date and Expiration Date of
          the Lease on  account of any delay in  performance  or  completion  by
          Tenant  of  (i)  any  additional  works  of  improvement  in or to the
          Premises  or  (ii)  any  of  the  specific   matters   which  are  the
          responsibility of Tenant pursuant to paragraph 2 of this work letter.

     5.   All costs payable by Tenant  pursuant to paragraph 3(e) above shall be
          additional  rent  payable by Tenant  pursuant to this Lease.  All such
          additional  rent shall be paid  within  five (5)  business  days after
          Tenant's receipt of Landlord's invoice for such additional rent.

     6.   Except  as  expressly  set  forth  in  this  Lease  to  the  contrary,
          Landlord's  prior written approval is required for all improvements to
          the Premises and all changes, additions and deletions thereto, whether
          designed by Landlord or Tenant.

                               EXHIBIT "D" PAGE 2
<PAGE>

                         TENANT SIGN PROGRAM -- CRITERIA
                       RESEARCH AND DEVELOPMENT BUILDINGS

(i)  Purpose

The  purpose of this  Criteria  is to insure a  continuity  in Graphic  Elements
throughout Harbor Gateway Business Center.

It is the intent of this Criteria to provide  individual tenants maximum signing
exposure,  without  visual clutter and in a manner that will enhance the overall
image of the Center.  It is not the intent of this Criteria to limit  individual
identity or corporate expression.

(ii) General Conditions

     1.   Each  tenant  is  responsible  for  providing  his own sign at his own
          expense.  Tenant to submit to the owner, for approval, two drawings to
          scale showing graphic layout and copy.

     2.   Each tenant is also  responsible  for obtaining all required  building
          permits  and  approvals  from  the  City of  Costa  Mesa  for any sign
          proposed. The Center sign Program has been preapproved by the City and
          the sign  contractor  will assist in this matter.  (Tenant any receive
          assistance for any matter relating to signing from the designated sign
          contractor).

     3.   These  criteria will be strictly  enforced and any sign not conforming
          will be brought  into  conformance  or  removed at the  expense of the
          tenant.

     4.   All signs and their  installations  must  comply  with all  applicable
          local building codes.

     5.   No  additional  advertisement  or temporary  banners,  flags,  painted
          window  glass,  or similar  devices are permitted in the Center unless
          provided herein.

     6.   No animated, flashing or audible signs will be allowed.

     7.   In the event  that a tenant  should  terminate  his  occupancy  he may
          remove the metal  insert  portion  of his sign,  (that  portion  which
          contains his personal graphics),  however the wood portion of the sign
          is to remain in place and is considered a part of the building.

(iii) Designated Sign Contractor

In order to implement all signing (primary and secondary) throughout the Center,
to minimize the cost to the tenant of completing the signing, and to ensure safe
and quality workmanship and materials, Graphical Design has been selected as the
graphic  design  consultant  and sign  contractor  for the Center.  Such firm is
located at:

                               EXHIBIT "E" PAGE 1
<PAGE>

                  Graphical Design
                  17851 Sky Park Circle
                  Suite A
                  Irvine, CA 92714

Its  telephone  number  is:  (949)  250-7120.  All signs  must be  prepared  and
installed by that company  unless  otherwise  authorized  by Landlord.  The sign
company will be  responsible  to provide a written cost estimate for approval by
each  Tenant.  The  Landlord  will have no  responsibility  to  obtain  any cost
estimate for a Tenant and shall not be responsible for any estimate  obtained by
any Tenant.

(iv) Approvals

Every tenant sign must be submitted to Landlord for approval. The drawings to be
submitted  must clearly  indicate sign size,  letter size,  color,  construction
material,  location and sign message.  Written  approval must be obtained before
fabrication and installation of any sign.

(v)  Tenant Sign Specification, Page 3.*

(vi) Typical Sign Location, Page 4.*

(vii) Secondary (Window) Signage, Page 5.*

*All dimensions set forth are maximum sizes permitted.

                               EXHIBIT "E" PAGE 2
<PAGE>

                                TABLE OF CONTENTS

Article                                                                     Page

Article 1.  PREMISES  (See Addendum Section 48.1)..............................1
Article 2.  TERM  (See Addendum Sections 48.1, 48.3 and 48.4)..................1
Article 3.  RENT  (See Addendum Section 48.5)..................................1
Article 4.  COMMON FACILITIES EXPENSES  (See Addendum Section 48.6)............2
Article 5.  SECURITY DEPOSIT  (See Addendum Section 48.7)......................2
Article 6.  UTILITIES..........................................................2
Article 7.  PAYMENT OF TAXES...................................................3
Article 8.  MAINTENANCE AND REPAIR  (See Addendum Section 48.8)................5
Article 9.  ALTERATIONS AND FIXTURES  (See Addendum Section 48.8)..............6
Article 10. USE OF PREMISES; HAZARDOUS MATERIALS  (See Addendum Section 48.9)..8
Article 11. ACCEPTANCE OF PREMISES............................................11
Article 12. LIENS.............................................................11
Article 13. ENTRY AND INSPECTION..............................................11
Article 14. ASSIGNMENT AND SUBLETTING.........................................12
Article 15. INSURANCE PROVISIONS..............................................15
Article 16. TRANSFER OF LANDLORD'S INTEREST...................................19
Article 17. DAMAGE OR DESTRUCTION.............................................19
Article 18. EMINENT DOMAIN....................................................20
Article 19. DEFAULTS..........................................................21
Article 20. REMEDIES..........................................................22
Article 21. DEFAULT BY LANDLORD...............................................23
Article 22. SURRENDER OF PREMISES; REMOVAL OF PROPERTY........................24
Article 23. COSTS OF SUIT.....................................................24
Article 24. WAIVER............................................................25
Article 25. HOLDING OVER  (See Addendum Section 48.10)........................25
Article 26. SUBORDINATION  (See Addendum Section 48.11).......................26
Article 27. RULES AND REGULATIONS.............................................26
Article 28. CERTAIN DEFINED TERMS  (See Addendum Section 48.1)................26
Article 29. SUCCESSORS AND ASSIGNS............................................27
Article 30. TIME OF ESSENCE...................................................27
Article 31. ENTIRE AGREEMENT..................................................27
Article 32. WORK LETTER  (See Addendum Section 48.12).........................27
Article 33. RIGHT OF LANDLORD TO PERFORM......................................27
Article 34. LATE CHARGE AND INTEREST ON TENANT'S OBLIGATIONS..................28
Article 35. PAYMENTS AND NOTICES..............................................28
Article 36. ESTOPPEL CERTIFICATES.............................................28
Article 37. CENTER NAME AND ADDRESS...........................................29
Article 38. BROKERS  (See Addendum Section 48.13).............................29
Article 39. NON-DISCLOSURE OF LEASE TERMS.....................................29
Article 40. TENANT'S AUTHORITY................................................29
Article 41. NO OFFER; APPROVAL BY LENDER......................................30
Article 42. INABILITY TO PERFORM..............................................30
Article 43. COMMON FACILITIES  (See Addendum Section 48.14)...................30
Article 44. PARKING FACILITIES  (See Addendum Section 48.15)..................32

                                      iii
<PAGE>

Article 45. TRAFFIC AND ENERGY MANAGEMENT.....................................33
Article 46. SIGNS  (See Addendum Section 48.16)...............................34
Article 47. MISCELLANEOUS.....................................................34
Article 48. ADDENDUM..........................................................36
        48.1     Certain Other Defined Terms..................................30
        48.2     Termination of Old Leases....................................34
        48.3     Commencement Dates; HT-B Premises Rent Commencement Date;
                 and Initial Term.............................................34
        48.4     Additional Term(s)/Option to Terminate Early Termination
                 Premises/HT-14 Premises Termination Date.....................35
        48.5     Basic Annual Rent............................................41
        48.6     Common Facilities Expenses...................................45
        48.7     Security Deposit/Letter of Credit............................47
        48.8     Maintenance and Repair/Alterations...........................47
        48.9     Hazardous Materials..........................................49
        48.10    Holding Over.................................................49
        48.11    Non-Disturbance and Attornment Agreement.....................50
        48.12    Improvement of Certain Premises/Allowances...................50
        48.13    Brokers......................................................54
        48.14    Declaration..................................................55
        48.15    Parking......................................................55
        48.16    Signage......................................................55
        48.17    Tenant Not Occupying Entire Building.........................56
        48.18    Security Measures............................................57
        48.19    Right of First Negotiation...................................57
        48.20    Expansion Rights.............................................59
        48.21    Submission to Artibration....................................68


                                TABLE OF EXHIBITS

EXHIBIT "A"....... DEPICTION OF PREMISES AND BUILDINGS
EXHIBIT "B"....... PAYMENT AND ADJUSTMENT OF OPERATING EXPENSES
EXHIBIT "C"....... RULES AND REGULATIONS
EXHIBIT "D"....... WORK LETTER
EXHIBIT "E"....... TENANT SIGN PROGRAM -- CRITERIA RESEARCH AND DEVELOPMENT
                   BUILDINGS
EXHIBIT "F"....... MEMORANDUM RE HVAC REPORT FOR HT-B PREMISES
EXHIBIT "G"....... SOUTH COAST METRO, IRVINE BUSINESS CENTER, IRVINE SPECTRUM
                   AND SOUTH ORANGE COUNTY MARKET AREAS
EXHIBIT "H"....... FORM OF APPROVED SUBORDINATION, NON-DISTURBANCE AND
                   ATTORNMENT AGREEMENT

                                       iv